Common use of Subordination Estoppel Certificate Clause in Contracts

Subordination Estoppel Certificate. 8.01. This Lease and all rights of Tenant hereunder are subject and subordinate to all mortgages which may now or hereafter affect Landlord's interest in the Leased Property or any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and all rights deeds of Tenant hereunder are subject and subordinate to all mortgages which may trust now or hereafter affect Landlord's interest in placed upon the Leased Property Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or any act on the part thereof (all of Tenant to effectuate such mortgagessubordination. Notwithstanding the foregoing, collectivelyto the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the "SUPERIOR MORTGAGES")terms of the subordination, non-disturbance, and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgagesattornment agreement shall control. This Section shall be self-operative and no Tenant further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's sole cost ’s consent, by notice in writing to Tenant, and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord), Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may reasonably request to evidence such subordination. 8.02attornment. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen within ten (1510) days' prior notice from Landlord to executebusiness days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates an estoppel certificate certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. (a) This Lease and all rights of Tenant hereunder are subject and shall be subordinate to all the lien of any deeds of trust or mortgages which may now or hereafter affect Landlord's interest in placed upon the Leased Property Project or any part portion thereof (all such mortgages, collectively, a “Mortgage”) without the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions necessity of Superior Mortgages. This Section shall be self-operative and no any further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant agrees to promptly shall execute and deliver at Tenant's sole cost to Landlord within 10 days after written demand such further instrument evidencing such subordination and expense agreement to attorn as shall be reasonably required by any instrument (Mortgagee. If Landlord shall be or is alleged to be in recordable form, if requested) that Landlord or the holder default of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request of its obligations owing to evidence such subordination. 8.02. If the interests of Landlord Tenant under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord Tenant shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded give to the rights of Landlord under this Lease; holder (iv“Mortgagee”) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part Mortgage of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address Tenant has been given written notice, notice by overnight mail of any such default that Tenant shall have previously been furnished served upon Landlord. Tenant shall not be entitled to exercise any right or remedy because of any default by Landlord without having given such notice to the Mortgagee as aforesaid and, if Landlord fails to cure such default, the Mortgagee shall have the right to cure such default within 45 days after Mortgagee’s receipt of such default notice from Tenant. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, by delivering notice and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Leaseexecution and delivery, and (iii) following in that event the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same rights with respect to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition though it had been executed prior to the provision, continuance or renewal execution and delivery of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this LeaseMortgage. 8.05. Tenant agrees, (b) Each party shall at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 days after the other party’s written request, acknowledge execute and deliver to Landlord or such the other person that Landlord may designate party a written certification stating (a) that this Lease is unmodified and instrument 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates recordable form certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This (a) Provided Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then existing Event of Default, this Lease shall be subordinate at all times to the lien of any mortgages and all rights deeds of Tenant hereunder are subject and subordinate to all mortgages which may trust now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant further agrees to promptly execute and deliver within 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. The Mortgagee shall have thirty (30) days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's sole cost ’s consent, by notice in writing to Tenant, and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such subordination. 8.02attornment. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for bound by any previous act, omission modification of this Lease not approved by the mortgagee which materially increases Landlord’s obligations or negligence of Landlord materially decreases Tenant’s obligations under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 20 days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) that this Lease is unmodified and commercially reasonable estoppel certificate 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), (b) that form reasonably satisfactory to Tenant has accepted possession of the Leased Property, (c) the dates certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. (a) This Lease and all rights of Tenant hereunder are shall be subject and subordinate to any and all mortgages which may mortgages, deeds of trust and other instruments in the nature of a mortgage, now or hereafter affect Landlord's interest in at any time hereafter, a lien or liens on the Leased Property or of which the Premises are a part, without the necessity for executing any part thereof (all such mortgages, collectivelyinstrument of subordination. However, the "SUPERIOR MORTGAGES")Lessee shall, and to all renewalswhen requested, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust, ground leases or other such instruments in recordable form, if requested) that Landlord the nature of a mortgage or ground lease. The subordination of this Lease shall be specifically conditioned upon Lessor obtaining from the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests mortgage, deed of Landlord under this Lease are transferred by reason oftrust, or assigned other instrument in lieu ofthe nature of a mortgage or ground lease, foreclosure or other proceedings for enforcement a non-disturbance and attornment agreement to permit the Lessee to continue its quiet enjoyment of any such Superior Mortgage then Tenant shall, at the option Premises under the terms of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease provided Lessee complies with such party, as landlord, for all of the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If (b) At the request in writing of any act mortgagee or omission by Landlord would give Tenant holder of a deed of trust of the rightProperty, immediately this Lease shall be deemed superior to such mortgage or deed of trust, whether this Lease was executed before or after lapse such mortgage and Lessee shall execute such documents in recordable form as such mortgagee or holder of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address deed in trust shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedreasonably request. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant (c) Lessee agrees, at any time and from time to time, upon not less than fifteen within ten (1510) days' prior notice from Landlord of written request by Lessor, to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate Lessor a written certification stating (a) statement in writing certifying that this Lease is unmodified and presently in full force and effect (or, if there have been modifications, and unmodified except as may be indicated; that the same is in full force and effect as modified and stating the modifications), (b) that Tenant Lessee has accepted possession of the Leased PropertyPremises except as may be indicated, (c) any improvements required by the dates terms of this Lease to which be made by the Fixed Rent and Additional Rent Lessor have been paidcompleted to the satisfaction of the Lessee except as may be indicated; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date (except for security deposits, (d) whether if any, in a specified amount); that the addresses for notices to be sent to the Lessee is as set forth in the Lease or not there exists any default as specified in such certificate; and that the Lessee as of the date of executing the certificate has no charge, lien or claim of offset under the Lease, or otherwise, against rents or other charges due or to become due thereunder except as may be indicated. In addition, in the event the Lessee receives written notice from the Lessor or the holder of a mortgage, deed of trust or ground lease on the part Property so requesting, and provided a non-disturbance agreement and attornment agreement has been entered into with the holder of Landlord under this Leasesuch mortgage, and, deed in trust or ground lease if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) that this Lease is unmodified and subordinate to same, the Lessee shall enter into a written agreement with the Lessor and/or the holder of such mortgage, deed in full force and effect trust or ground lease providing that: (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b1) the dates to which Lessee will not pay any rent under the Fixed Rent and Additional Rent have been paid, Lease more than thirty (c30) whether or not there exists any default on the part days in advance of Tenant under this Lease, and, if so, specifying each such default and its due date (e) such further information with respect to this Lease that Tenant may reasonably request.except for security deposits);

Subordination Estoppel Certificate. 8.01. (a) This Lease and all rights of Tenant hereunder are subject and shall be subordinate to all the lien of any deeds of trust or mortgages which may now or hereafter affect Landlord's interest in placed upon the Leased Property Project or any part portion thereof (all such mortgages, collectively, a “Mortgage”) without the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions necessity of Superior Mortgages. This Section shall be self-operative and no any further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant agrees to promptly shall execute and deliver at Tenant's sole cost to Landlord within 10 days after written demand such further instrument evidencing such subordination and expense agreement to attorn as shall be reasonably required by any instrument (Mortgagee. If Landlord shall be or is alleged to be in recordable form, if requested) that Landlord or the holder default of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request of its obligations owing to evidence such subordination. 8.02. If the interests of Landlord Tenant under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord Tenant shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded give to the rights of Landlord under this Lease; holder (iv“Mortgagee”) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part Mortgage of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address Tenant has been given written notice, notice by overnight mail of any such default that Tenant shall have previously been furnished served upon Landlord. Tenant shall not be entitled to exercise any right or remedy because of any default by Landlord without having given such notice to the Mortgagee as aforesaid and, if Landlord fails to cure such default, the Mortgagee shall have the right to cure such default within 45 days after Mortgagee’s receipt of such default notice from Tenant. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenaxx’x xonsent, by notice in writing to Tenant, by delivering notice and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Leaseexecution and delivery, and (iii) following in that event the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same rights with respect to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition though it had been executed prior to the provision, continuance or renewal execution and delivery of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this LeaseMortgage. 8.05. Tenant agrees, (b) Each party shall at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 days after the other party’s written request, acknowledge execute and deliver to Landlord or such the other person that Landlord may designate party a written certification stating (a) that this Lease is unmodified and instrument 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates recordable form certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This Lease and all rights of Tenant hereunder under this Lease are subject and subordinate to any mortgage or deed of trust secured by a lien against the Property, all mortgages which may now or hereafter affect Landlord's interest in the Leased Property or any part thereof (all such mortgagesincreases, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements replacements, and extensions of Superior Mortgages. This Section shall be self-operative any first lien mortgage or deed of trust (collectively, a “Mortgage”) and no further instrument all ground or underlying leases, restrictions, easements, and encumbrances recorded in the Real Property Records of subordination shall be required .In confirmation Dallas County, Texas, to the extent they validly affect the Property, provided that with respect to any of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord or the holder foregoing entered into after the date of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, such mortgagee, lessee or (y) enter into a new lease with other party under such party, as landlord, for the remaining Term instrument agrees to recognize and otherwise on the same terms and conditions of not to disturb this Lease except that such successor landlord shall not be in accordance with a reasonable Subordination, Non-Disturbance and Attornment Agreement (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease“SNDA”), so long as no default by Event of Default exists. The foregoing subordination and non-disturbance shall be self-operative, however, Tenant shall, upon demand at any time or times, execute, acknowledge, and deliver to Landlord, or to Landlord’s mortgagee, any instruments that may be necessary or proper to more effectively effect or evidence this subordination to any Mortgage, subject to such mortgagee executing the non-disturbance provisions. In lieu of having the Mortgage superior to this Lease, a mortgagee shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of the right at any time to subordinate its rights provided for under Mortgage to this Lease. 8.03. If any act or omission by Landlord would give Tenant Mortgage against the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaimProperty is foreclosed, Tenant will not exercise any such right until (i) it has given written notice of such act or omission shall, upon request by the purchaser at the foreclosure sale attorn to each Superior Mortgagee whose name the purchaser and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure recognize the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord purchaser as “Landlord” under this Lease plus sixty (60) days and (y) execute, acknowledge, and deliver to the purchaser an instrument in appropriate form acknowledging the case attornment, provided such purchaser recognizes and does not disturb this Lease so long as no Event of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee Default exists. Tenant shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to within 20 days after a request by Landlord, execute, acknowledge acknowledge, and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) an estoppel certificate certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect (oreffect, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) that Tenant has accepted possession of the Leased Property, (c) describing the dates to which the Fixed Rent and Additional Rent other charges have been paid, representing that, to such party’s actual knowledge, there is no default (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (bnature of the alleged default) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information indicating other matters with respect to this Lease that Tenant may reasonably requestbe requested. Tenant shall, upon demand at any time or times, execute, acknowledge, and deliver to Landlord, or to Landlord’s first mortgagee, any instruments that may be necessary or proper to more effectively effect or evidence the subordination to any first mortgage or first deed of trust. Within a reasonable time following full execution of this Lease, Landlord shall deliver to Tenant an SNDA in form and substance reasonably acceptable to Landlord’s mortgagee.

Subordination Estoppel Certificate. 8.01. This (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the mortgagee or ground lessor of the Project (a “Superior Instrument Holder”) so long as there is no Event of Default under the Lease, this Lease and all rights of Tenant hereunder are subject and shall be subordinate to all the lien of any ground lease or mortgages which may now or hereafter affect Landlord's interest in recorded against record title to the Leased Property Project or any part portion thereof (all such mortgageseach, collectively, the "SUPERIOR MORTGAGES"a “Superior Instrument”), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section Tenant shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost to Landlord within 10 days after written demand such further instrument evidencing such subordination and expense any instrument (in recordable form, if requested) that Landlord or the holder of agreement to attorn as shall be reasonably required by any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request Interest Holder, confirming, among other things, that the party holding the Superior Instrument to evidence such subordination. 8.02. If the interests of Landlord under which this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord is subordinate shall not be (i) liable for any previous act, omission or negligence of Landlord under confirm Tenant’s setoff rights set forth in this Lease; Lease and (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of recognize and preserve this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total any foreclosure sale or substantial damage, beyond such repair as can reasonably possessory action (“SNDA”).If Landlord shall be accomplished from the net proceeds of insurance actually made available or is alleged to such successor landlord; (v) obligated to repair the Leased Property or any part thereof be in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds default of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for obligations owing to Tenant under this Lease. 8.03. If , Tenant, at Landlord’s request, shall give to the any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee Instrument Holder whose name and address Tenant has been given written notice, notice by overnight mail of any such default that Tenant shall have previously been furnished served upon Landlord. Tenant shall not be entitled to exercise any right or remedy because of any default by Landlord without having given such notice to the Superior Interest Holder as aforesaid and, if Landlord fails to cure such default, the Superior Interest Holder shall have the right to cure such default within 45 days after Superior Interest Holder’s receipt of such default notice from Tenant or by such earlier date as set forth in the SNDA. Notwithstanding the foregoing, any Superior Interest Holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, by delivering notice and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of such act or omission addressed to each such party at its last address so furnishedexecution and delivery, (ii) Landlord and in that event the Superior Interest Holder shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available rights with respect to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition though it had been executed prior to the provision, continuance or renewal execution and delivery of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this LeaseMortgage. 8.05. Tenant agrees(b) Upon a Superior Instrument being recorded against the Project, Landlord shall, at no cost to Landlord, request for Tenant’s benefit a SNDA on then customary, commercially reasonable form of such Superior Instrument Holder. (c) Each party shall at any time and from time to time, upon not less within 10 days after the other party’s written request (but no more frequently than fifteen (15) days' prior notice twice during any twelve-month period of time from Landlord to executeand after the Execution Date), acknowledge execute and deliver to Landlord or such the other person that Landlord may designate party a written certification stating (a) that this Lease is unmodified and instrument 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates non-recordable form certifying all reasonably requested factual information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This (a) Provided Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then existing Event of Default, this Lease shall be subordinate at all ​ ​ ​ times to the lien of any mortgages and all rights deeds of Tenant hereunder are subject and subordinate to all mortgages which may trust now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant further agrees to promptly execute and deliver within 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. The Mortgagee shall have thirty (30) days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's sole cost ’s consent, by notice in writing to Tenant, and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such subordination. 8.02attornment. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for bound by any previous act, omission modification of this Lease not approved by the mortgagee which materially increases Landlord’s obligations or negligence of Landlord materially decreases Tenant’s obligations under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 20 days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating commercially reasonable estoppel certificate in form reasonably satisfactory to Tenant certifying all reasonably requested information pertaining to this Lease. (ad) that Provided the Premises comprise at least 20,000 rentable square feet, there is no outstanding Event of Default, and 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 effect, Landlord shall use best efforts to obtain a subordination, non-disturbance, and stating attornment agreement from its current and any future Mortgagee on such Mortgagee’s then-current form therefor upon Tenant’s written request. All costs and expenses charged by the modifications)Mortgagee to provide, (b) that draft, negotiate, and finalize such non-disturbance agreement shall be paid by Tenant has accepted possession of the Leased Propertywithin 30 days after Landlord gives to Tenant a reasonably detailed statement therefor, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default a non-disturbance agreement is actually agreed to and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestexecuted.

Subordination Estoppel Certificate. 8.01. This 9.01 Landlord’s right, title and interest in and to its leasehold estate and to the Building are derived from and under the Net Lease. A. Subject to the other terms of this Section 9.02, this Lease is and all rights of Tenant hereunder are shall be subject and subordinate in all respects to (a) the REOA, (b) the Net Lease and any other ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing, (c) all mortgages which may now or hereafter affect Landlord's interest in the Leased Property Land and/or the Building and/or such leases, and to each and every advance made or any part thereof (all hereafter to be made under such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to (d) all renewals, modifications, consolidations, replacements and extensions of Superior Mortgagessuch leases or mortgages. As of the Execution Date, the Net Lease is not subject to any leasehold mortgage. This Section shall be self-operative and no further instrument of subordination shall be required .In required. In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any reasonable instrument (in recordable form, if requested) that Landlord and/or any present or the holder of any future Superior Mortgage (a "SUPERIOR MORTGAGEE") Mortgagee and/or Superior Lessor may request to evidence such subordination. The lease(s) to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called “Superior Lease(s),” and references to Superior Lessors are intended to include the successors in interest of Superior Lessors and their successors in interest as may be appropriate. The mortgage(s) to which this Lease is, at the time referred to, subject and subordinate and any modifications, extensions or replacements thereof are hereinafter sometimes collectively called “Superior Mortgage(s),” and references to Superior Mortgagees are intended to include the successors in interest of Superior Mortgagees and their successors in interest as may be appropriate. Notwithstanding anything to the contrary set forth herein, Tenant shall not be obligated to pay any rent or additional rent under the Net Lease. 8.02. If B. Except for security deposits, any other amounts deposited with Landlord or with any mortgagee in connection with the payment of insurance premiums and other similar charges or expenses having a billing period in excess of one (1) month but not more than twelve (12) months, and except for any prepayments of additional rent made in accordance with the terms of Article 4 of this Lease, Tenant shall not pay Fixed Rent or additional rent due hereunder for more than one (1) month in advance. 9.03 In the event of a termination of the Net Lease or any other Superior Lease, or if the interests of Landlord under this Lease are transferred by reason of, of or assigned in lieu of foreclosure or other proceedings for enforcement of any Superior Mortgage or if any Superior Mortgagee acquires a lease in substitution therefor, then (i) this Lease shall not terminate or be terminable by Tenant and (ii) this Lease shall not terminate or be terminable by any subtenant or successor thereto unless Tenant is specifically named and joined in any such action and unless a judgment is obtained therein against Tenant. Nothing contained herein shall be deemed to limit or qualify the rights of any Superior Mortgagee, including its right to request a new lease pursuant to the Net Lease. 9.04 Subject to the terms of (and the delivery of) any Non-Disturbance Agreement, in the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, Tenant shall not exercise such right (i) until it has given written notification of such act or omission to each Superior Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (ii) until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notification (which reasonable period shall be the later of sixty (60) days following the giving of such notification or the period to which Landlord would be entitled under this Lease or otherwise, after similar Notice), to effect such remedy, provided, that such Superior Mortgagee or Superior Lessor shall promptly give Tenant written notification of intention to, and commence and with due diligence continue to, remedy such act or omission. For the purposes of this Section 9.04 only, the term “Superior Lessor” shall not include the Net Lessor (i.e., the Port Authority or any successor thereto) so long as the Port Authority has any direct or indirect ownership interest in both Landlord and the Net Lessor. 9.05 In the event of a termination of any Superior Lease, or if the interests of Landlord under this Lease are transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any such Superior Mortgage mortgage, or if the holder of any such mortgage acquires a lease in substitution therefor, then Tenant shallunder this Lease will, at the option of to be exercised in writing by the lessor under said Superior Lease or such purchaser purchaser, assignee or assigneelessee, as the case may be, (xi) attorn to such party it and will perform for its benefit all the executory terms, covenants and conditions of this Lease on Tenant's ’s part to be performed with the same force and effect as if said lessor or such party purchaser, assignee or lessee, were the landlord originally named in this Lease, or (yii) enter into a new lease with said lessor or such partypurchaser, assignee or lessee, as landlord, for the remaining portion of the Term and otherwise on the same terms and conditions and with the same executory options then remaining. 9.06 In the event of the enforcement by any Superior Mortgagee of the remedies provided for by law or by any security instrument, Tenant will, upon request of any person succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of said successor in interest, without change in the terms or other provisions of this Lease except provided, however, that such said successor landlord in interest shall not be bound by (i) liable any payment of Fixed Rent or additional rent for any previous actmore than one month in advance, omission or negligence except prepayments in the nature of Landlord security for the performance by Tenant of its obligations under this Lease; , (ii) subject to any counterclaimamendment or modification of this Lease made without the consent of the holder of such Superior Mortgage or such successor in interest, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound any obligation or liability of Landlord thereunder arising prior to the date the holder of such Superior Mortgage shall succeed to the interest of Landlord, (iv) any offset or defense which Tenant may have against any prior landlord, or (v) any work or payment obligation of Landlord. Upon request by said successor in interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment. Anything to the contrary in the foregoing notwithstanding, any previous cancellation, abridgment, surrender, modification or amendment of this Lease or by any previous prepayment not expressly provided for under the terms of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair , and made without the Leased Property or any part thereof in the event prior written consent of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and Mortgage, except as may be permitted by the landlord under provisions of any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination assignment of leases and rents granted in connection with such Superior LeaseMortgage shall be voidable as against the holder of the Superior Mortgage, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of at its rights provided for under this Leaseoption. 8.03. If any act 9.07 If, in connection with obtaining financing for (or omission by Landlord would give Tenant condominiumizing of) the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Land and/or Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case or of any act Superior Leases, a banking, insurance or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee other recognized institutional lender shall request reasonable modifications of in this Lease as a condition to the provision, continuance such financing (or renewal of any such financingcondominiumizing), Tenant will not unreasonably withhold, delay or defer its consent thereto, provided provided, that such modifications do not materially adversely not, except in an immaterial way, (i) increase the obligations of Tenant hereunder or materially diminish decrease Tenant's ’s rights under this Leasehereunder or (ii) adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 8.05. 9.08 Tenant agrees, at any time and from time to time, upon not less more than fifteen ten (1510) days' ’ prior notice from Landlord Notice by Landlord, to execute, acknowledge and deliver to Landlord, a statement in writing addressed to the Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) stating the dates to which the Fixed Rent Rent, additional rental and Additional Rent other charges have been paid, (d) and stating whether or not to the best knowledge of the signer of such certificate, there exists any default on in the part performance of Landlord under 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 (e) such further other information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agreeswhich may, at any time and from time to time, be reasonably requested by a Superior Mortgagee or a Superior Lessor or a subtenant or a proposed assignee, it being intended that any such statement delivered pursuant hereto may be relied upon by the Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Building or the Building and the Land, and by any landlord under a ground or underlying lease affecting the Land or Building, or both or by any proposed assignee or subtenant. 9.09 Within thirty (30) days following a written request by Landlord from time to time, Tenant shall submit to Landlord a copy of the latest annual financial statement solely of Tenant (i.e., the financial results of Tenant shall not less than fifteen (15) days' prior notice from be consolidated with those of any other entity), which financial statements shall be certified by Tenant’s independent certified public accountant if such certified financial statements are regularly prepared for Tenant by a certified public accountant, it being agreed that Tenant may deliver to executeLandlord reasonably detailed uncertified financial statements if certified financial statements are not regularly prepared for Tenant by a certified public accountant. At the request of Tenant, Landlord shall deliver a confidentiality agreement to Tenant with respect thereto prepared by Tenant’s counsel and reasonably satisfactory to Landlord. 9.10 Landlord and Tenant hereby acknowledge and deliver to Tenant a written certification stating (a) agree that this Net Lessor, after an event of default under the Net Lease is unmodified shall have occurred and in full force be continuing, may collect rent and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant all other sums due under this Lease, andand apply the net amount collected to the rental payable under the Net Lease, but no such collection shall be, or be deemed to be, a waiver of any agreement, term, covenant or conditions of the Net Lease, the acceptance by the Net Lessor of Tenant as the lessee under the Net Lease, or a release of Landlord from performance of its obligations under the Net Lease. 9.11 Landlord shall use commercially reasonable efforts to obtain from the Net Lessor, any future Superior Mortgagee and any future Superior Lessor (collectively, a “Superior Holder”) for the benefit of Tenant a Non-Disturbance Agreement in the form which is customarily used by such party (subject to any reasonable modifications thereto requested by Tenant and approved by such Superior Holder), it being agreed that the parties hereto have approved the form of Non-Disturbance Agreement from Net Lessor attached hereto as Exhibit B. Subject to the other terms of this Section 9.11, in no event shall Landlord be required to (i) make any payment to any Superior Holder, (ii) alter any of the terms of its financing with any Superior Mortgagee or (iii) obtain a Non-Disturbance Agreement from a Superior Holder. Landlord shall be solely responsible for the payment of any costs imposed by a Superior Holder, including reasonable attorneys’ fees and disbursements, in connection with the review of this Lease and the preparation of such party’s standard form of Non-Disturbance Agreement. Tenant shall be responsible for any reasonable attorneys’ fees and disbursements incurred by a Superior Holder in connection with the negotiation, if soany, specifying each of such party’s standard form of Non-Disturbance Agreement. Tenant at its expense shall cooperate in connection therewith and shall comply with any request by a Superior Holder, including the furnishing by Tenant of financial statements. The term “Non-Disturbance Agreement” shall mean an agreement in recordable form between Tenant and a Superior Holder, which shall provide in substance that (among other things), as long as Tenant is not then in default under this Lease beyond applicable notice and cure periods, such Superior Holder will not name or join Tenant as a party defendant or otherwise (unless Tenant is deemed a necessary party under any then applicable law) in any suit, action or proceeding to enforce such Superior Mortgage or Superior Lease, as the case may be, nor will this Lease be terminated by enforcement of any rights given such Superior Holder pursuant to the terms contained in such Superior Mortgage or Superior Lease, as the case may be. Landlord shall have no liability to Tenant if a Superior Holder does not abide by the terms of a Non-Disturbance Agreement. Notwithstanding anything herein to the contrary but subject to Tenant’s full compliance with the terms of this Section 9.11, if (x) Landlord shall not obtain a Non-Disturbance Agreement from Net Lessor for the benefit of Tenant in the form attached hereto as Exhibit B and deliver it to Tenant for its signature within thirty (30) days following the Execution Date, then Tenant may, as its sole and exclusive remedy, cancel and terminate this Lease at any time within twenty (20) days following such date by Notice to Landlord, unless such Non-Disturbance Agreement shall have been delivered to Tenant prior to the delivery of such cancellation and termination Notice and (ey) Landlord shall not obtain a Non-Disturbance Agreement from any future Superior Holder for the benefit of Tenant in the form which is customarily used by such further information with respect Superior Holder (subject to any reasonable modifications thereto requested by Tenant and approved by such Superior Holder) and deliver it to Tenant for its signature, then as Tenant’s sole and exclusive remedy, this Lease that shall not be subject or subordinate to such mortgage or ground lease (as the case may be). In the event of such cancellation and termination pursuant to the terms of clause (x) of the preceding sentence, this Lease (other than any provisions of this Lease which are expressly stated to survive the sooner termination hereof) shall be null and void and of no force or effect, and Landlord shall promptly return to Tenant may reasonably requestthe Letter of Credit furnished to Landlord pursuant to the terms of Article 29 hereof.

Subordination Estoppel Certificate. 8.01. This (a) Provided Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then-existing Event of Default, this Lease shall be subordinate at all times to the lien of any mortgages and all rights deeds of Tenant hereunder are subject and subordinate to all mortgages which may trust now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of Tenant to effectuate such subordination shall be required .In confirmation of such subordination, and non-disturbance. Tenant further agrees to promptly execute and deliver within 20 days after request such further instrument in form reasonably approved by Tenant evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement from the current and any future Mortgagee on such Mortgagee’s then-current commercially reasonable form with reasonable modifications by Tenant upon Tenant’s written request and at Tenant's sole cost ’s cost. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and expense address has been furnished to Tenant, notice by overnight mail of any instrument such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. The Mortgagee shall have thirty (30) days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in recordable formwriting to Tenant, if requestedand thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) that Landlord Tenant shall attorn to any foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request reasonably request, with reasonable modifications by Tenant, to evidence such subordination. 8.02attornment. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for bound by any previous act, omission modification of this Lease not approved by the mortgagee which materially increases Landlord’s obligations or negligence of Landlord materially decreases Tenant’s obligations under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this Lease, Section 16(b) shall be self-operative and (iii) following shall not require the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case execution of any act or omission which is incapable of being remedied without possession of the Buildingfurther instrument. However, within sixty (60) days following the date on which possession is obtainedif Landlord reasonably requests a further instrument confirming such attornment, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession Tenant shall execute and shall diligently pursue deliver such action to completion and PROVIDED FURTHER that such Superior Mortgagee shallinstrument, with reasonable diligencemodifications by Tenant, give Tenant notice within 30 days after receipt of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee (c) Tenant shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to timetime (but not more often than once per 6-month period), upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 business days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) that this Lease is unmodified and in full force and effect (orcommercially reasonable estoppel certificate, if there have been modificationswith reasonable modifications by Tenant, that the same is in full force and effect as modified and stating the modifications), (b) that Tenant has accepted possession of the Leased Property, (c) the dates certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This Lease and all rights of Tenant hereunder are subject and is subordinate to all the lien of any deeds of trust or mortgages which may now or hereafter affect Landlord's interest in placed upon the Leased Property Building or any part portion thereof (all such mortgages, collectively, a “Mortgage”) without the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions necessity of Superior Mortgages. This Section shall be self-operative and no any further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant agrees to promptly must execute and deliver at Tenant's sole cost to Landlord within 10 business days after written demand such further instrument evidencing such subordination and expense any instrument (in recordable form, if requested) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") agreement to attorn as may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound reasonably required by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rentMortgagee. Upon written request, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (an “SNDA”) with respect to this Lease from the holder of any Superior Mortgage and Mortgage. Such SNDA to be on the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of standard form supplied by such Superior Mortgage or termination of such Superior Leaseholder, so long as at no default by cost to Landlord. Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive pay to Landlord for Landlord’s administrative and/or professional costs in connection with seeking such SNDA all of Landlord’s costs in reviewing and taking the proposed action, at a cost of no less than $1,500. If Landlord is or is alleged to be in default of any of its rights provided for obligations owing to Tenant under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will must give notice thereof to the holder (“Mortgagee”) of any Mortgage that Tenant has been given written notice. Tenant may not exercise any right or remedy because of any default by Landlord without having given such right until (i) it has given notice to the Mortgagee, and if Landlord fails to cure such default, the Mortgagee may cure such default within 45 days after Mortgagee’s receipt of Tenant’s default notice. Any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice in which case this Lease is deemed prior to such Mortgage without regard to their respective dates of such act or omission addressed to each such party at its last address so furnishedexecution and delivery, (ii) Landlord shall have failed to cure and the Mortgagee has the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available rights with respect to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition though it had been executed prior to the provision, continuance or renewal execution and delivery of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05Mortgage. Tenant agreesmust, at any time and within 10 business days after Landlord’s written request from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates an estoppel certificate certifying to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under all reasonably requested information pertaining to this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This 9.01 Landlord's right, title and interest in and to its leasehold estate and to the Building are derived from and under the Net Lease. 9.02 A. Subject to the other terms of this Section 9.02, this Lease is and all rights of Tenant hereunder are shall be subject and subordinate in all respects to (a) the REOA, (b) the Net Lease and any other ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing, (c) all mortgages which may now or hereafter affect Landlord's interest in the Leased Property Land and/or the Building and/or such leases, and to each and every advance made or any part thereof (all hereafter to be made under such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to (d) all renewals, modifications, consolidations, replacements and extensions of Superior Mortgagessuch leases or mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In required. In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any reasonable instrument (in recordable form, if requested) that Landlord and/or any present or the holder of any future Superior Mortgage (a "SUPERIOR MORTGAGEE") Mortgagee and/or Superior Lessor may request to evidence such subordination. 8.02. If The lease(s) to which this Lease is, at the interests time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called "Superior Lease(s)," and references to Superior Lessors are intended to include the successors in interest of Superior Lessors and their successors in interest as may be appropriate. The mortgage(s) to which this Lease is, at the time referred to, subject and subordinate and any modifications, extensions or replacements thereof are hereinafter sometimes collectively called "Superior Mortgage(s)," and references to Superior Mortgagees are intended to include the successors in interest of Superior Mortgagees and their successors in interest as may be appropriate. Landlord hereby represents and warrants to Tenant that (i) neither the Net Lease nor the REOA shall affect either Tenant's right and obligations under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Landlord's obligations to Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of under this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment none of this the terms of the Net Lease or by any previous prepayment of more than one month's rentthe REOA shall be incorporated herein; accordingly, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from any conflict between the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage Net Lease and/or REOA and the landlord under any Superior Lease a written recognition agreement providing that in the event terms of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications terms of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Leaseshall control. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. (a) This Lease is and all rights of Tenant hereunder are shall be subject and subordinate at all times to all the lien, provisions, operation, and effect of any mortgages which may or deeds of trust (“Mortgage”), ground leases, or other security instruments now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, Tenant . Tenaxx xxxther agrees to promptly execute and deliver within 10 business days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee, provided such instrument is reasonably acceptable to Tenant and includes customary non-disturbance language. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (“Mortgagee”) of any Mortgage whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenaxx’x xonsent, by notice in writing to Tenant's sole cost , and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. Upon Tenaxx’x xritten request, Landlord shall use commercially reasonable efforts to request that Landlord’s current Mortgagee deliver to Tenant for execution a non-disturbance agreement on such Mortgagee’s then-current form. All costs and expenses charged by Mortgagee to provide, draft, negotiate, and finalize such non-disturbance agreement shall be paid by Tenant within 10 days after Landlord gives to Tenant a reasonably detailed statement therefor, whether or not a non-disturbance agreement is actually agreed to and executed. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenaxx’x xttornment, Tenant shall attorn to and recognize such successor landlord as Tenaxx’x xandlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such subordination. 8.02attornment, provided such instrument is reasonably acceptable to Tenant and includes customary non-disturbance language. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenaxx xxxees that the Leased Property or any part execution thereof in by Landxxxx, xxd the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 business days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 business days after receipt of Landxxxx’x xritten request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates factually accurate estoppel certificate certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. This Lease is and all rights of Tenant hereunder are shall be subject and subordinate at all times to all the lien, provisions, operation, and effect of any mortgages which may or deeds of trust (“Mortgage”), ground leases, or other security instruments now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, Tenant . Xxxxxx further agrees to promptly execute and deliver at Tenant's sole cost within 10 business days after demand such further instrument evidencing such subordination and expense attornment as shall be reasonably required by any Mortgagee, provided such instrument (is reasonably acceptable to Tenant and includes customary non- disturbance language. If Landlord shall be or is alleged to be in recordable form, if requested) that Landlord or the holder default of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request of its obligations owing to evidence such subordination. 8.02. If the interests of Landlord Tenant under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord Tenant shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded give to the rights of Landlord under this Lease; holder (iv“Mortgagee”) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously has been furnished to Tenant, notice by delivering overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice of such act or omission addressed to each such party at its last address so furnished, (ii) the Mortgagee. If Landlord shall have failed fail to cure such default, the same Mortgagee shall have 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time limits set forth in subordinate its mortgage to this Lease, without Xxxxxx’s consent, by notice in writing to Tenant, and (iii) following thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or as though it had been executed prior to the Leased Property execution and delivery of the Mortgage. Upon Xxxxxx’s written request, Landlord shall use commercially reasonable efforts to request that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and Landlord’s current Mortgagee deliver to Tenant for execution a written certification stating (a) that this Lease is unmodified non-disturbance agreement on such Mortgagee’s then-current form. All costs and in full force expenses charged by Mortgagee to provide, draft, negotiate, and effect (orfinalize such non-disturbance agreement shall be paid by Tenant within 10 days after Landlord gives to Tenant a reasonably detailed statement therefor, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default a non-disturbance agreement is actually agreed to and (e) such further information with respect to this Lease that Tenant may reasonably requestexecuted.

Subordination Estoppel Certificate. 8.01. (a) This Lease and all rights of Tenant hereunder are shall be subject and subordinate to the lien of any and all mortgages which may mortgages, deeds of trust and other instruments in the nature of a mortgage, now or hereafter affect Landlord's interest in at any time hereafter, a lien or liens on the Leased Property or Premises of which the Premises are a part, without the necessity for executing any part thereof (all such mortgages, collectivelyinstrument of subordination. However, the "SUPERIOR MORTGAGES")Lessee shall, and to all renewalswhen requested, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust, ground leases or other such instruments in recordable form, if requested) that Landlord the nature of a mortgage or ground lease. The subordination of this Lease shall be specifically conditioned upon Lessor obtaining from the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests mortgage, deed of Landlord under this Lease are transferred by reason oftrust, or assigned other instrument in lieu ofthe nature of a mortgage or ground lease, foreclosure or other proceedings for enforcement a non-disturbance and attornment agreement to permit the Lessee to continue its quiet enjoyment of any such Superior Mortgage then Tenant shall, at the option Premises under the terms of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease provided Lessee complies with such party, as landlord, for all of the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord Lease. Lessor shall not be obtain a commercially reasonable non-disturbance agreement from Lessor’s mortgage lender prior to the Commencement Date. (ib) liable for At the request in writing of any previous actmortgagee or holder of a deed of trust of the Premises, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available deemed superior to such successor landlord; (v) obligated to repair the Leased Property mortgage or any part thereof deed of trust, whether this Lease was executed before or after such mortgage and Lessee shall execute such documents in the event of partial condemnation, beyond recordable form as such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare mortgagee or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that deed in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant trust shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Leasereasonably request. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (ic) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant Lessee agrees, at any time and from time to time, upon not less than fifteen within ten (1510) days' prior notice from Landlord ’ of written request by Lessor, to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate Lessor a written certification stating (a) statement in writing certifying that this Lease is unmodified and presently in full force and effect (or, if there have been modifications, and unmodified except as may be indicated; that the same is in full force and effect as modified and stating the modifications), (b) that Tenant Lessee has accepted possession of the Leased PropertyPremises except as may be indicated, (c) any improvements required by the dates terms of this Lease to which be made by the Fixed Rent and Additional Rent Lessor have been paidcompleted to the satisfaction of the Lessee except as may be indicated; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date (except for security deposits, (d) whether if any, in a specified amount); that the addresses for notices to be sent to the Lessee is as set forth in the Lease or not there exists any default as specified in such certificate; and that the Lessee as of the date of executing the certificate has no charge, lien or claim of offset under the Lease, or otherwise, against rents or other charges due or to become due thereunder except as may be indicated. In addition, in the event the Lessee receives written notice from the Lessor or the holder of a mortgage or ground lease on the part Premises so requesting, and provided a non-disturbance agreement and attornment agreement has been entered into with the holder of Landlord under this Lease, and, such mortgage or ground lease if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) that this Lease is unmodified and subordinate to same, the Lessee shall enter into a written agreement with the Lessor and/or the holder of such mortgage or ground lease providing that: (1) the Lessee will not pay any rent under the Lease more than thirty (30) days in full force and effect advance of its due date (orexcept for security deposits, if there any); (2) Lessee will not enter into or consent to the modification of any of the terms of this Lease nor to the termination thereof by the Lessor except as permitted herein; (3) Lessee will not seek to terminate this Lease by reason of any act or omission of the Lessor until the Lessee shall have been modificationsgiven written notice of such act or omission to the holder of such mortgage or ground lease (at such holder’s last address furnished the Lessee) and until a reasonable period of time, that but not more than thirty (30) days, shall have elapsed following the same giving of such notice during which period such holder shall have the right, but shall not be obligated to remedy such act or omission. Such agreement shall be of no effect unless the Lessee is furnished by the mortgagee, or ground lessee, with a copy of an assignment to it of the Lessor’s interest in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01Section 14.01. This Lease is and all rights of Tenant hereunder are shall be automatically subject and subordinate to all present and future ground leases and mortgages which may now or hereafter affect Landlord's interest in of Landlord affecting the Leased Property or any part thereof Demised Premises (including all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements extensions and extensions of Superior Mortgages. This Section shall be self-operative and no renewals thereof) without the need for further instrument of subordination shall be required .In confirmation of documentation or instrumentation to effectuate such subordination, provided that as a condition of such subordination the holder of such ground lease or mortgage provides Tenant agrees a Non-Disturbance Agreement in form and substance reasonably satisfactory to promptly execute Tenant and deliver at such mortgagee or ground lessor. However, if requested by Landlord and subject to Tenant's sole cost and expense receipt of the aforesaid Non-Disturbance Agreement, Tenant shall execute any instrument (which reasonably may be requested by Landlord to confirm the subordination of this Lease to any such ground lease or mortgage. Landlord may assign this Lease to any such mortgagee in recordable formconnection with any such lien, if requested) that and subject to Tenant's receipt of the aforesaid Non-Disturbance Agreement Tenant shall execute any instrument which may be necessary or desirable by Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordinationsaid lien in connection with said assignment. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.0514.02. Tenant agrees, at within ten (10) days of Landlord's written request, to certify by written instrument duly executed and acknowledged to any time and from time to timemortgagee, upon not less than fifteen (15) days' prior notice from Landlord to executeground lessee or purchaser, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) any proposed mortgagee, ground lessee or purchaser, 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 effect, or if not, in what respect it is not, that this Lease has not been modified, or the modifications)extent to which it has been modified, (b) that Tenant has accepted possession there are no existing defaults hereunder to the best of the Leased Propertyknowledge of the party so certifying, (c) or specifying the dates defaults, if any, and any other information which Landlord shall reasonably require. Section 14.03. Tenant shall not seek to which the Fixed Rent and Additional Rent enforce any remedy it may have been paid, (d) whether or not there exists under this Lease for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord's mortgagee whose address has been provided to Tenant and affording Landlord's mortgagee a reasonable opportunity to perform Landlord's obligations under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. (a) This Lease and shall be subordinate at all rights times to the lien of Tenant hereunder are subject and subordinate to all any mortgages which may now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination; provided, however, as a condition to such subordination, Tenant’s leasehold interest hereunder shall not be disturbed in the event of a foreclosure of any Mortgagee’s lien or transfer of title in the Premises, Building and/or Project by a deed in lieu of foreclosure, provided Tenant is not currently in default under the Lease or has ever been in a monetary default in excess of $154,141.14 under the Lease. Tenant further agrees to promptly execute and deliver within 10 business days after demand such further instrument evidencing such subordination, non-disturbance and attornment consistent with the terms of this Section 16 as shall be reasonably required by any Mortgagee and in form and substance similar to the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit G. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building and/or Project of whom Tenant has been notified in writing, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's sole cost ’s consent, by notice in writing to Tenant, and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such subordination. 8.02attornment. If Tenant hereby irrevocably appoints Landlord or the interests successor landlord the attorney in fact of Landlord under Tenant to execute and deliver such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the non-payment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 business days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or an estoppel certificate certifying all reasonably requested information pertaining to this Lease. Failure by Tenant to deliver said estoppel within such other person that Landlord may designate 10-business day period shall not be a written certification stating (a) that default under 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), (b) that but shall constitute deemed approval by Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each information included in such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestestoppel.

Subordination Estoppel Certificate. 8.01. This Lease and all rights interest and estate of Tenant hereunder are is subject to and subordinate is hereby subordinated to all present and future mortgages and deeds of trust affecting the Premises or the property of which may now said Xxxxxxxx are a part; provided, however, that a condition precedent to Xxxxxx's agreement to subordinate this Lease pursuant to this section shall be Tenant's receipt of a non-disturbance agreement duly executed and acknowledged by the mortgagee or hereafter affect Landlord's interest in the Leased Property or beneficiary of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES")deed of trust, and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord in the event of foreclosure sale or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned deed in lieu ofof foreclosure, foreclosure or other proceedings for enforcement of any such Superior Mortgage then so long as Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all is not in default under the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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 a direct Lease between the Tenant and stating the modifications), (b) that Tenant has accepted possession lender or other succeeding owner of the Leased PropertyPremises. Xxxxxx agrees to execute at no expense to the Landlord, (c) any instrument which may be deemed necessary or desirable by Landlord to further effect the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part subordination of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease to any such mortgage or deed of trust. In the Leased Property that event of a sale or assignment of Landlord's interest in the Premises, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Landlord may reasonably requestcovering the Premises, Tenant shall attorn to the purchaser and recognize such purchaser as Landlord. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant agrees to execute, acknowledge and deliver at no expense to Tenant a written certification stating Tenant, an estoppel certificate certifying as to the following matters: (ai) that this Lease is unmodified and in full force and effect (oreffect, if there have been modifications, is binding upon Tenant and that the same is in full force and effect as Lease has not been modified and (or stating all modifications to this Lease); (ii) the modifications)date to which Rent has been paid, (b) the dates to which Rent has been paid in advance, and the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists amount of any default on the part of Tenant under this Lease, andsecurity deposit, if soany, or prepaid rent; (iii) the rentable square footage of the Premises; (iv) that there are no current defaults which with the giving of notice or the passage of time or both would constitute a breach or default under the Lease by Tenant, or to Tenant's knowledge, by Landlord (or specifying each any such default defaults); (v) the Base Rent for the remainder of the Lease term, the Commencement Date, and the Expiration Date; and (evi) such further information with respect other matters pertaining to this the Lease that Tenant as may be reasonably requestrequested by Landlord or any mortgagee, beneficiary, purchaser or prospective purchaser of the Premises, the Building or any interest therein.

Subordination Estoppel Certificate. 8.01. (a) This Lease and all rights of Tenant hereunder are shall be subject and subordinate to any and all mortgages which may mortgages, deeds of trust and other instruments in the nature of a mortgage, now or hereafter affect Landlord's interest in at any time hereafter, a lien or liens on the Leased Property or of which the Premises are a part, without the necessity for executing any part thereof (all such mortgages, collectivelyinstrument of subordination. However, the "SUPERIOR MORTGAGES")Lessee shall, and to all renewalswhen requested, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust, ground leases or other such instruments in recordable form, if requested) that Landlord the nature of a mortgage or ground lease. The subordination of this Lease shall be specifically conditioned upon Lessor obtaining from the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests mortgage, deed of Landlord under this Lease are transferred by reason oftrust, or assigned other instrument in lieu ofthe nature of a mortgage or ground lease, foreclosure or other proceedings for enforcement a non-disturbance and attornment agreement to permit the Lessee to continue its quiet enjoyment of any such Superior Mortgage then Tenant shall, at the option Premises under the terms of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease provided Lessee complies with such party, as landlord, for all of the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord Lease. Lessor shall not be obtain a commercially reasonable non-disturbance agreement from Lessor’s mortgage lender prior to the Commencement Date. (ib) liable for At the request in writing of any previous actmortgagee or holder of a deed of trust of the Property, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available deemed superior to such successor landlord; (v) obligated to repair the Leased Property mortgage or any part thereof deed of trust, whether this Lease was executed before or after such mortgage and Lessee shall execute such documents in the event of partial condemnation, beyond recordable form as such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare mortgagee or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that deed in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant trust shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Leasereasonably request. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (ic) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant Lessee agrees, at any time and from time to time, upon not less than fifteen within ten (1510) days' prior notice from Landlord ’ of written request by Lessor, to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate Lessor a written certification stating (a) statement in writing certifying that this Lease is unmodified and presently in full force and effect (or, if there have been modifications, and unmodified except as may be indicated; that the same is in full force and effect as modified and stating the modifications), (b) that Tenant Lessee has accepted possession of the Leased PropertyPremises except as may be indicated, (c) any improvements required by the dates terms of this Lease to which be made by the Fixed Rent and Additional Rent Lessor have been paidcompleted to the satisfaction of the Lessee except as may be indicated; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date (except for security deposits, (d) whether if any, in a specified amount); that the addresses for notices to be sent to the Lessee is as set forth in the Lease or not there exists any default as specified in such certificate; and that the Lessee as of the date of executing the certificate has no charge, lien or claim of offset under the Lease, or otherwise, against rents or other charges due or to become due thereunder except as may be indicated. In addition, in the event the Lessee receives written notice from the Lessor or the holder of a mortgage or ground lease on the part Property so requesting, and provided a non-disturbance agreement and attornment agreement has been entered into with the holder of Landlord under this Lease, and, such mortgage or ground lease if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) that this Lease is unmodified and subordinate to same, the Lessee shall enter into a written agreement with the Lessor and/or the holder of such mortgage or ground lease providing that: (1) the Lessee will not pay any rent under the Lease more than thirty (30) days in full force and effect advance of its due date (orexcept for security deposits, if there any); (2) Lessee will not enter into or consent to the modification of any of the terms of this Lease nor to the termination thereof by the Lessor except as permitted herein; (3) Lessee will not seek to terminate this Lease by reason of any act or omission of the Lessor until the Lessee shall have been modificationsgiven written notice of such act or omission to the holder of such mortgage or ground lease (at such holder’s last address furnished the Lessee) and until a reasonable period of time, that but not more than thirty (30) days, shall have elapsed following the same giving of such notice during which period such holder shall have the right, but shall not be obligated to remedy such act or omission. Such agreement shall be of no effect unless the Lessee is furnished by the mortgagee, or ground lessee, with a copy of an assignment to it of the Lessor’s interest in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01. A. This Lease and all rights of Tenant hereunder are is subject and subordinate to the lien, provisions, operation and effect of all mortgages mortgages, deeds of trust, ground leases or other security instruments which may now or hereafter affect Landlord's interest in encumber any portion of the Leased Property Building, the Building or any part thereof the Land (all such mortgages, collectively, the "SUPERIOR MORTGAGES"“Mortgages”), to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, consolidations, replacements recastings or refinancings thereof. Said subordination and extensions the provisions of Superior Mortgages. This this Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord or by the holder of any Superior Mortgage. The holder of any Mortgage to which this Lease is subordinate shall have the right (a "SUPERIOR MORTGAGEE"subject to any required approval of the holders of any superior Mortgage) may request at any time to evidence declare this Lease to be superior to the lien, provisions, operation and effect of such subordinationMortgage. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then B. Tenant shall, within ten (10) days of Tenant’s receipt of Landlord’s written request, execute and deliver to Landlord any requisite or appropriate document confirming such subordination. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Building, the Land or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then, at the option request of such purchaser or assigneetransferee, as the case may be, (x) Tenant shall attorn to such party transferee and perform for its benefit all shall recognize such transferee as the terms, covenants and conditions of landlord under this Lease. To the extent the Building or the Land is encumbered by a ground lease when this Lease on Tenant's part is executed, then this Lease shall be deemed to be performed with the same a sublease while such ground lease remains in full force and effect as if effect. Tenant agrees that upon any such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord transferee shall not be (i1) bound by any payment of the Base Rent or additional rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (2) bound by any amendment of this Lease (which reduces rent or charges payable under this Lease or shortens or lengthens the Lease Term or otherwise adversely affects the rights or obligations of the landlord under this Lease) made without the consent of the holder of each Mortgage existing as of the date of such amendment, (3) liable for damages for any previous actbreach, act or omission or negligence of Landlord under this Lease; any prior landlord, (ii4) subject to any counterclaimoffsets or defenses which Tenant might have against any prior landlord, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii5) bound by any previous modification obligation which may appear in this Lease to maintain a fitness facility within the Project, (6) bound by any obligation which may appear in this Lease to perform any tenant improvement work to the Premises, or amendment (7) bound by any obligation which may appear in this Lease to pay any sum of money to Tenant; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights all obligations of Landlord under arising after the date of transfer. Within ten (10) days after written request of such transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. C. If any prospective or current holder of a Mortgage requires that modifications to this Lease; Lease be obtained, and provided that such modifications (iv1) obligated to repair the Leased Property or any part thereof are reasonable, (2) do not adversely affect in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part a material manner Tenant’s use of the Leased Property not taken; nor (vi) obligated to perform any work to prepare Premises as herein permitted or finish the Leased Property for occupancy by materially adversely affect Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord ’s other rights under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii3) following do not increase the giving of such noticerent and other sums to be paid by Tenant, no Superior Mortgagee shall have remedied such act or omission (x) in the case of then Landlord may submit to Tenant an act or omission which is capable of being remedied without possession of the Building, within the cure period available amendment to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue incorporating such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention torequired modifications, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee Tenant shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver such amendment to Landlord or within ten (10) days after Tenant’s receipt thereof. D. Tenant agrees that it will from time-to-time upon request by Landlord execute and deliver to such other person that persons as Landlord may designate shall request a written certification stating (a) statement in recordable form certifying that this Lease is unmodified and in full force and effect (oror if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Tenant agrees periodically to furnish within ten (10) days after so requested by Landlord, ground lessor or the holder of any deed of trust, mortgage or security agreement covering the Building, the Property, or any interest of Landlord therein, a certificate signed by Tenant certifying (a) that this Lease is in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) that Tenant has accepted possession of as to the Leased Property, (c) Commencement Date and the dates to date through which the Fixed Base Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Tenant’s Additional Rent have been paid, (c) whether that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (d) that except as stated in the certificate no rent has been paid more than thirty (30) days in advance of its due date, (e) 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), (f) that except as stated in the certificate, Tenant, as of the date of such certificate, has no charge, lien, or claim of offset against rent due or to become due, (g) that except as stated in the certificate, Landlord is not there exists any then in default on the part of Tenant under this Lease, and(h) as to the amount of the Approximate Rentable Area of the Premises then occupied by Tenant, if so(i) that there are no renewal or extension options, specifying each such default purchase options, rights of first refusal or the like in favor of Tenant except as set forth in this Lease, (j) the amount and nature of accounts payable to Landlord under terms of this Lease, and (ek) as to such further information with respect other matters as may be requested by Landlord or ground lessor or the holder of any such deed of trust, mortgage or security agreement. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Building or the Property or any part thereof or interest of Landlord therein. E. Landlord shall use commercially reasonable efforts to secure for Tenant a non-disturbance agreement (recognizing Tenant’s rights under this Lease that Lease) from the holder of the Mortgage currently encumbering the Building and/or the Land in the form set forth in Exhibit H. Landlord shall use commercially reasonable efforts to secure for Tenant may reasonably requesta non-disturbance agreement (recognizing Tenant’s rights under this Lease) from the holder of each Mortgage hereafter encumbering the Building and/or the Land on such holder’s standard form non-disturbance agreement.

Subordination Estoppel Certificate. 8.01. This Lease and all rights interest and estate of Tenant hereunder are is subject to and subordinate is hereby subordinated to all present and future mortgages and deeds of trust affecting the Premises or the property of which may now said Premises are a part; provided, however, that a condition precedent to Tenant's agreement to subordinate this Lease pursuant to this section shall be Tenant's receipt of a non-disturbance agreement duly executed and acknowledged by the mortgagee or hereafter affect Landlord's interest in the Leased Property or beneficiary of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES")deed of trust, and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord in the event of foreclosure sale or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned deed in lieu ofof foreclosure, foreclosure or other proceedings for enforcement of any such Superior Mortgage then so long as Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all is not in default under the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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 a direct Lease between the Tenant and stating the modifications), (b) that Tenant has accepted possession lender or other succeeding owner of the Leased PropertyPremises. Tenant agrees to execute at no expense to the Landlord, (c) any instrument which may be deemed necessary or desirable by Landlord to further effect the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part subordination of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease to any such mortgage or deed of trust. In the Leased Property that event of a sale or assignment of Landlord's interest in the Premises, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Landlord may reasonably requestcovering the Premises, Tenant shall attorn to the purchaser and recognize such purchaser as Landlord. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant agrees to execute, acknowledge and deliver at no expense to Tenant a written certification stating Tenant, an estoppel certificate certifying as to the following matters: (ai) that this Lease is unmodified and in full force and effect (oreffect, if there have been modifications, is binding upon Tenant and that the same is in full force and effect as Lease has not been modified and (or stating all modifications to this Lease); (ii) the modifications)date to which Rent has been paid, (b) the dates to which Rent has been paid in advance, and the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists amount of any default on the part of Tenant under this Lease, andsecurity deposit, if soany, or prepaid rent; (iii) the rentable square footage of the Premises; (iv) that there are no current defaults which with the giving of notice or the passage of time or both would constitute a breach or default under the Lease by Tenant, or to Tenant's knowledge, by Landlord (or specifying each any such default defaults); (v) the Base Rent for the remainder of the Lease term, the Commencement Date, and the Expiration Date; and (evi) such further information with respect other matters pertaining to this the Lease that Tenant as may be reasonably requestrequested by Landlord or any mortgagee, beneficiary, purchaser or prospective purchaser of the Premises, the Building or any interest therein.

Subordination Estoppel Certificate. 8.019.01. This Lease Upon written request of Landlord, or any mortgagee or beneficiary of Landlord, Tenant will in writing, subordinate its right hereunder to the interest of any ground lessor of the Land upon which the Demised Premises is situated and all rights to the lien of Tenant hereunder are subject and subordinate to all mortgages which may any mortgage or deed of trust, now or hereafter affect Landlord's interest in force against the Leased Property or any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), Demised Premises and to all renewalsadvances made or hereafter to be made upon the security thereof. Notwithstanding the foregoing, modificationsLandlord agrees to obtain a commercially reasonable Subordination, consolidations, replacements Non-Disturbance and extensions of Superior MortgagesAttornment Agreement (“SNDA”) from its current lender(s) and deliver same to Tenant within thirty (30) days from the date hereof and from any future lender within thirty (30) days from obtaining financing from such lender. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordinationIf said SNDA is not so delivered, Tenant agrees may, at its option, terminate this Lease by written notice to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordinationLandlord. 8.029.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in In the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease Lease, or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will shall not exercise any such right until (i) until it has given written notice of such act or omission to each Superior Mortgagee whose name Landlord and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) allowing Landlord shall have failed 90 days to cure the same within breach prior to being able to hold the time limits Landlord is default for such breach. If 90 days is insufficient, or in Landlord’s opinion, not reasonable, then a reasonable extension of the 90 days will be granted. 9.03. The holder of a superior mortgage shall succeed to the rights of Landlord under this Lease. whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor landlord the attorney- in- fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions, and covenants as are set forth in this LeaseLease and shall be applicable after such attornment except that the successor landlord shall not: A. be obligated to repair, and (iii) following restore, replace, or rebuild the giving Building or the Demised Premises, in case of total or substantially total damage or destruction, beyond such noticerepair, no Superior Mortgagee shall have remedied such restoration, and/or rebuilding as reasonably can be accomplished with the net proceeds of insurance actually received by, or made available to, the successor landlord, B. be liable for any previous act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) Lease, C. be bound by any prepayment of more than one month’s rent, except the security deposit. 9.04. If, in connection with obtaining financing for the case Land and/or Building, or of any act ground or omission which is incapable of being remedied without possession of the Buildingunderlying Lease, within sixty (60) days following the date on which possession is obtaineda banking, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shallinsurance, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee other recognized institutional lender shall request reasonable modifications of in this Lease lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay delay, or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations or reduce the rights of Tenant hereunder or materially diminish adversely affect the leasehold interest hereby created or Tenant's rights under this Lease’s use and enjoyment of the Demised Premises. 8.059.05. Tenant agrees, at any time time, and from time to time, upon not less than fifteen (15) twenty days' ’ prior notice from Landlord by Landlord, to execute, acknowledge acknowledge, and deliver to Landlord, a statement in writing addressed to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) stating the dates to which the Fixed Rent fixed minimum rent, additional rental, and Additional Rent other charges have been paid, (d) and stating whether or not not, to the best knowledge of the signer of such certificate, there exists any default on in the part performance of Landlord under 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, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord and (e) such further information with respect to this Lease by any mortgagee or prospective mortgagee of any mortgage affecting the Building or the Leased Property that Landlord may reasonably request. Landlord agreesBuilding and the Land, at and by any time and from time to timelandlord under a ground or underlying lease affecting the Land or Building, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestboth.

Subordination Estoppel Certificate. 8.01. This Lease and all (a) The rights of granted under this Agreement to Tenant hereunder are subject and subordinate to any present or future mortgages and leases of all mortgages which may now or hereafter affect Landlord's interest in the Leased Property or any part thereof (all such mortgages, collectivelyof the Premises, the "SUPERIOR MORTGAGES"Building and/or the Land. (b) At any time and from time to time within ten (10) days after notice to Tenant by Landlord or a lessor or mortgagee (which ten (10) day period is not subject to any notice and cure periods otherwise provided in this Agreement), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordination, Tenant agrees to promptly execute and deliver at Tenant's sole cost and expense any instrument (in recordable form, if requested) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of without charge, execute, acknowledge and deliver a statement in writing addressed to such purchaser party as Landlord, lessor or assigneemortgagee, as the case may be, (x) attorn may designate, in form satisfactory to such party and perform for its benefit all the termsLandlord, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, lessor or (y) enter into a new lease with such partymortgagee, as landlordthe case may be, for certifying all or any of the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be following: (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) that this Lease Agreement is unmodified and in full force and effect (or, or if there have been modifications, that the same this Agreement is in full force and effect as modified and stating the modifications), ; (bii) that Tenant whether the Term has accepted possession of the Leased Property, (c) the dates to which the commenced and Fixed Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid, ; (diii) whether or not there exists not, to the best knowledge of the signer of such certificate, Landlord is in default in performance of any default on of the part terms of Landlord under this Lease, Agreement and, if so, specifying each such Event of Default of which the signer may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Agreement and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) either that Tenant does not know of any default in the performance of any provision of this Agreement or specifying the details of any default of which Tenant may have knowledge and stating what action Tenant is taking or proposes to take with respect thereto; (vii) that, to the knowledge of Tenant, there are no proceedings pending or threatened against Tenant before or by any court or eve agency which, if adversely decided, would materially and adversely affect the financial condition or operations of Tenant or, if any such proceedings are pending or threatened to the knowledge of Tenant, specifying and describing the same; and (eviii) such further information with respect to this Lease Agreement or the Leased Property that Premises as Landlord may reasonably request. request or lessor or mortgagee may require; it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Real Property or any part thereof or of the interest of Landlord agreesin any part thereof, at by any time and from time to timemortgagee or prospective mortgagee, upon not less than fifteen (15) days' prior notice from Tenant to executeby any lessor or prospective lessor, acknowledge and deliver to Tenant a written certification stating (a) that this Lease is unmodified and in full force and effect (orby any tenant or prospective tenant of the Real Property or any part thereof, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists by any default on the part prospective assignee of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestany Mortgage.

Subordination Estoppel Certificate. 8.01. This Lease and all 17.1 Subject to Tenant's receipt of the Non-Disturbance Agreement (as hereinafter defined), the rights of Tenant hereunder are and shall be, at the election of any mortgagee, subject and subordinate to all mortgages which may the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter affect Landlord's interest in force against the Leased Property Premises (or any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"portion(s) thereof), and to all renewalsadvances made or hereafter to be made upon the security thereof ("Superior Instruments"). Tenant agrees upon request of Landlord, modificationsfrom time to time, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall to execute whatever documentation may be required .In confirmation to further effect the provisions of such subordinationthis Section. Notwithstanding the foregoing, Tenant agrees shall not subordinate its leasehold interest to promptly execute and deliver any Overlandlord (as hereinafter defined) unless prior to the commencement of the Lease term, Landlord at Tenant's its sole cost and expense will provide Tenant with commercially reasonable non-disturbance agreements in favor of Tenant from all mortgagees, ground landlords and/or lien holders (collectively, "Overlandlords"). Landlord also agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any instrument (future Overlandlords in recordable form, if requested) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason consideration of, or assigned in lieu ofand as a condition precedent to, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part agreement to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification subordination, attornment or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part other similar provisions of the Leased Property not taken; nor (vi) obligated to perform Lease. In no event shall any work to prepare subordination or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits attornment expand beyond those set forth in this Lease, Lease the rights and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period remedies available to any such Overlandlord, the rights and remedies available to such party as against Tenant (including the imposition of additional or larger cure rights for such parties) or impose any additional burdens or requirements on Tenant. Neither Tenant nor any party claiming by, through or under Tenant shall be named or joined as a party defendant in any action or proceeding which may be instituted by any such Overlandlord against Landlord under this Lease plus sixty (60) days to foreclose or enforce any interest or lien held by such Overlandlord. 17.2 Landlord and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee Tenant shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, each without charge at any time and from time to time, upon not less than fifteen within ten (1510) days' prior notice from Landlord days after request by the other party, certify by written instrument, duly executed, acknowledged and delivered to executeany ground lessor, acknowledge and deliver to Mortgagee, assignee of any Mortgagee or purchaser, or any proposed Mortgagee, or proposed assignee or sub- tenant of Tenant or any other person, firm or corporation specified by Landlord or such other person that Landlord may designate a written certification stating Tenant: (a) that That this Lease is unmodified and in full force and effect (or, if there have has been modificationsmodification, that the same is in full force and effect as modified and stating the modifications), ; (b) that Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent have been paid, (d) whether Whether or not there exists are then existing any breaches or defaults by the other party under any of the terms of this Lease and specifying such breach or default on or any setoffs or defenses against the enforcement of any of the agreements, terms, covenants or conditions of this Lease upon the part of the Landlord under this Leaseor Tenant, as the case may be, to be performed or complied with (and, if so, specifying each such default the same and the steps being taken to remedy the same); and (ec) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) that this Lease is unmodified and in full force and effect (orThe dates, if there have been modificationsany, that the same is in full force and effect as modified and stating the modifications), (b) the dates to which the Fixed Rent rental(s) and Additional Rent other charges under this Lease have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestpaid in advance.

Subordination Estoppel Certificate. 8.01. This Lease and all a. The rights of Tenant hereunder granted under this Agreement to Epsilon are subject and subordinate to any present or future Security Document applicable to all mortgages which may now or hereafter affect Landlord's interest in the Leased Property or any part thereof (all such mortgages, collectively, of the "SUPERIOR MORTGAGES"), Premises and to all renewalsmatters to which such Security Document may be subordinate. b. At any time and from time to time within twenty (20) days after notice to Epsilon by Provider or a lessor or mortgagee, modificationsEpsilon shall, consolidationswithout charge, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of such subordinationexecute, Tenant agrees to promptly execute acknowledge and deliver at Tenant's sole cost and expense any instrument (a statement in recordable formwriting addressed to such party as Provider, if requested) that Landlord lessor or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assigneemortgagee, as the case may be, (x) attorn may designate, in form satisfactory to such party and perform for its benefit all the termsProvider, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, lessor or (y) enter into a new lease with such partymortgagee, as landlordthe case may be, for certifying all or any of the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be following: (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) that this Lease Agreement is unmodified and in full force and effect (or, or if there have been modifications, that the same this Agreement is in full force and effect as modified and stating the modifications); (ii) whether the Term has commenced and have become payable hereunder and, (b) that Tenant has accepted possession of the Leased Propertyif so, (c) the dates to which the Fixed Rent and Additional Rent they have been paid, ; (diii) whether or not there exists not, to the best knowledge of the signer of such certificate, Provider is in default in performance of any default on of the part terms of Landlord under this Lease, Agreement and, if so, specifying each such default of which the signer may have knowledge; (iv) whether Epsilon has accepted possession of the Premises; (v) whether Epsilon has made any claim against Provider under this Agreement and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) either that Epsilon does not know of any default in the performance of any provision of this Agreement or specifying the details of any default of which Epsilon may have knowledge and stating what action Epsilon is taking or proposes to take with respect thereto; (vii) that, to the knowledge of Epsilon, there are no proceedings pending or threatened against Epsilon before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition or operations of Epsilon, or, if any such proceedings are pending or threatened to the knowledge of Epsilon, specifying and describing the same; and (eviii) such further information with respect to this Lease Agreement or the Leased Property that Landlord Premises as Provider may reasonably requestrequest or lessor or mortgagee may require; it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Premises or any part thereof or of the interest of Provider in any party thereof, by any mortgagee or prospective mortgagee, by any lessor or prospective lessor, by any tenant or prospective tenant of the Premises or any part thereof, or by any prospective assignee of any Security Document. c. The Premises are currently subject to an existing subordination, non­disturbance and attornment agreement between Provider and the Premises landlord and lender (the "SNDA"). Landlord agreesProvider shall use commercially reasonable efforts to assert its rights under the SNDA such that Epsilon’s use of the Premises and access to Services in accordance with this Agreement are not disturbed. If there is a new lender covering the Premises, at any time and Provider will seek an SNDA from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestnew lender.

Subordination Estoppel Certificate. 8.01. This Tenant agrees that upon request of Landlord Tenant will execute and deliver all such instruments as may be appropriate to subordinate this Lease to any mortgages of the Premises securing notes or bonds issued by Landlord, provided that the mortgagee of the Premises shall provide Tenant with a subordination, non-disturbance and all rights of Tenant hereunder are subject and subordinate to all mortgages which may now or hereafter affect Landlord's interest attornment agreement substantially in the Leased Property or any part thereof (all such mortgagesform attached hereto as Exhibit SD. Any mortgagee with respect to the Premises may subordinate its mortgage to this Lease, collectivelywithout Tenant's consent, the "SUPERIOR MORTGAGES"), and by notice in writing to all renewals, modifications, consolidations, replacements and extensions of Superior MortgagesTenant. This Section Thereupon this Lease shall be self-operative deemed prior in lien to such mortgage without regard to their respective dates of execution and no further instrument delivery; and in that event such mortgagee shall have the same rights with respect to this Lease as though it had been executed and delivered prior to the execution and delivery of subordination shall be required .In confirmation the mortgage and had been assigned to such mortgagee. With respect to any future mortgagee of such subordinationthe Premises, Tenant agrees to execute promptly execute a subordination, attornment and deliver at Tenant's sole cost non-disturbance agreement substantially in the form attached hereto as Exhibit SD. Tenant and expense any instrument Landlord each agree, within thirty (in recordable form, if requested30) that Landlord or the holder of any Superior Mortgage (a "SUPERIOR MORTGAGEE") may request to evidence such subordination. 8.02. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification, amendment or prepayment shall have been approved in writing days after notice by the Superior Mortgagee through or by reason of which such successor landlord shall have succeeded to the rights of Landlord under this Lease; (iv) obligated to repair the Leased Property or any part thereof in the event of total or substantial damageother, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth in this Lease, and (iii) following the giving of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to execute, acknowledge and deliver to Landlord or such the other person that Landlord may designate a written certification stating (a) statement in writing certifying that this Lease is unmodified and in full force and effect and that the issuing party, to the best of its knowledge, has no defenses, offsets or counterclaims against its obligations under the Lease including, with respect to Tenant, the obligation to pay the Fixed Rent and Additional Rent and any other charges and to perform its other covenants under this Lease (or, if there have been modifications, any modifications that the same is in full force and effect as modified and stating the modificationsmodifications and, if there are any defenses, offsets or counterclaims, setting them forth in reasonable detail), (b) that Tenant has accepted possession of the Leased Property, (c) the dates to which the Fixed Rent and Additional Rent and other charges have been paidpaid and a statement that to the best of the issuing party's knowledge the other party is not in default hereunder (or if in default, (d) whether or not there exists any default on the part nature of Landlord under this Leasesuch default, and, if so, specifying each in reasonable detail). Any such default and (e) such further information with respect statement delivered pursuant to this Lease Section may be relied upon by any prospective subtenant, assignee, purchaser or mortgagee of the Leased Property that Landlord may reasonably request. Landlord agreesPremises, at or any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists prospective assignee of any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably requestmortgage.

Subordination Estoppel Certificate. 8.01. (a) This Lease shall be subordinate at all times to the lien of any mortgages and all rights deeds of Tenant hereunder are subject and subordinate to all mortgages which may trust now or hereafter affect Landlord's interest in placed upon the Leased Property or Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument or act on the part of subordination shall be required .In confirmation of Tenant to effectuate such subordination, . Tenant further agrees to promptly execute and deliver within 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. If Landlord shall fail to cure such default, the Mortgagee shall have 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's sole cost ’s consent, by notice in writing to Tenant, and expense thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) Tenant shall attorn to any instrument (foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in recordable form, if requested) that Landlord or lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such subordination. 8.02attornment. If Tenant hereby irrevocably appoints Landlord or the interests successor landlord the attorney in fact of Landlord under Tenant to execute and deliver such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month's ’s rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit such Rent to Mortgagee without incurring liability to Landlord for the nonpayment of such act or omission addressed to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits Rent. The provisions for attornment set forth in this LeaseSection 16(b) shall be self-operative and shall not require the execution of any further instrument. However, if Landlord reasonably requests a further instrument confirming such attornment, Tenant shall execute and (iii) following the giving deliver such instrument within 10 days after receipt of such notice, no Superior Mortgagee shall have remedied such act or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to Landlord under this Lease plus sixty (60) days and (y) in the case of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remediedrequest. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, (c) Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Lease. 8.05. Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates an estoppel certificate certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.

Subordination Estoppel Certificate. 8.01(a) Landlord represents and warrants to Tenant that, as of the date of this Lease: (i) it is the fee simple owner of the Land; and (ii) there are no (a) superior leases, or (b) mortgages with respect to the Project, Premises, Building, Parking Garage, or the Land. This Subject to Tenant’s rights under this Section 16, and Landlord’s obligation to obtain a Subordination Agreement (defined below in this Section), this Lease shall be subordinate at all times to the lien of any mortgages hereafter placed upon the Project and all rights land of which they are a part (“Mortgage”) without the necessity of any further instrument except a Subordination Agreement signed by the Mortgagee (as defined in this Section) or other act on the part of Tenant hereunder are subject and subordinate to all mortgages which may now or hereafter affect Landlord's interest in the Leased Property or any part thereof (all such mortgages, collectively, the "SUPERIOR MORTGAGES"), and to all renewals, modifications, consolidations, replacements and extensions of Superior Mortgages. This Section shall be self-operative and no further instrument of subordination shall be required .In confirmation of effectuate such subordination. Landlord agrees to obtain from the Mortgagee, a signed subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant and the applicable Mortgagee (a “Subordination Agreement”) contemporaneously with and as a condition to Landlord’s execution of any such mortgage or ground lease entered into after the Effective Date of this Lease which Tenant agrees to promptly execute within ten (10) business days of delivery by Landlord. Tenant further agrees to execute and deliver within 10 days after Landlord’s request and presentation of a Subordination Agreement evidencing such subordination and attornment as shall be reasonably required by the Mortgagee. If to Tenant’s actual knowledge Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust or ground lease hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant in writing in the form of a notice in the manner provided for in Section 21 of this Lease, and is the Mortgagee at the time of such default, notice (“Tenant's sole cost ’s Default Notice”) by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default within the time period specified in Section 17(i) of this Lease, the Mortgagee shall have 30 additional days from the date of Tenant’s Default Notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure (not to exceed 60 additional days), provided the Mortgagee has commenced and expense any instrument (is proceeding diligently and in recordable formgood faith to cure such default including, but not limited to, commencement of foreclosure proceedings, if requestednecessary to effect such cure. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. (b) that Landlord Tenant shall attorn to any foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in lieu of foreclosure (“successor landlord”) pertaining to the holder Project subject to the terms of a Subordination Agreement executed by successor landlord and Tenant. Subject to the conditions specified in the preceding sentence, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Superior Mortgage (a "SUPERIOR MORTGAGEE") consideration therefor, execute and deliver any commercially reasonable instrument that such successor landlord may request to evidence such subordination. 8.02attornment. If the interests of Landlord under Upon such attornment, this Lease are transferred by reason ofshall continue in full force and effect as, or assigned in lieu ofas if it were, foreclosure or other proceedings for enforcement a direct lease between the successor landlord and Tenant upon all of any such Superior Mortgage then Tenant shall, at the option of such purchaser or assignee, as the case may be, (x) attorn to such party and perform for its benefit all the terms, conditions, and covenants and conditions of as are set forth in this Lease on Tenant's part to and shall be performed with the same force and effect as if applicable after such party were the landlord originally named in this Leaseattornment, or (y) enter into a new lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such the successor landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease which occurs after the foreclosure, purchase at a foreclosure sale or by power of sale, or purchaser by deed in lieu of foreclosure and is not approved by the successor landlord, or by any previous prepayment of more than one month's rent’s rent after the foreclosure, purchase at a foreclosure sale or by power of sale, or purchaser by deed in lieu of foreclosure, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by the Superior Mortgagee holder of the superior mortgage through or by reason of which such the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord under of Landlord’s interest in this Lease; (iv) obligated , or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to repair any Mortgagee, Tenant agrees that the Leased Property or any part execution thereof in by Landlord, and the event of total or substantial damageacceptance thereof by the Mortgagee, beyond shall never be deemed an assumption by such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such successor landlord; (v) obligated to repair the Leased Property or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds Mortgagee of any award actually made available to such successor landlord, as consequential damages allocable to the part of the Leased Property not taken; nor (vi) obligated to perform any work to prepare or finish the Leased Property for occupancy by Tenant. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee. obligations of Landlord shall use reasonable efforts to obtain from the holder of any Superior Mortgage and the landlord under any Superior Lease a written recognition agreement providing that in the event of the foreclosure of such Superior Mortgage or termination of such Superior Lease, so long as no default by Tenant shall have occurred and be continuing hereunder, Tenant's rights of occupancy shall not be disturbed and Tenant shall receive all of its rights provided for under this Lease. 8.03. If any act or omission unless such Mortgagee shall, by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, abatement of rent, setoff or counterclaim, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee whose name and address shall have previously been furnished sent to Tenant, by delivering specifically elect, or unless such Mortgagee shall foreclose the Mortgage and assume ownership of the Project. Tenant, upon receipt of written notice of from a Mortgagee that Landlord is in default under the loan documents for the Project, and such act or omission addressed Mortgagee is therefore entitled to each such party at its last address so furnished, (ii) Landlord shall have failed to cure the same within the time limits set forth collect Rent specified in this Lease, and (iii) following directing that Rent under this Lease should be paid to such Mortgagee. Tenant shall thereafter comply with such direction and pay Rent as directed by such Mortgagee pursuant to the giving of such noticeterms this Lease, no Superior Mortgagee shall have remedied such act all rentals and all other monies due or omission (x) in the case of an act or omission which is capable of being remedied without possession of the Building, within the cure period available to become due to Landlord under this Lease plus sixty (60) days and (y) in the case payment of any act or omission which is incapable of being remedied without possession of the Building, within sixty (60) days following the date on which possession is obtained, PROVIDED a Superior Mortgagee has promptly commenced action such rentals and all other monies to obtain possession and shall diligently pursue such action to completion and PROVIDED FURTHER that such Superior Mortgagee shall, with reasonable diligence, give Tenant notice of its intention to, and commence and continue to, remedy such act or omission or cause the same to be remedied. 8.04. If any Superior Mortgagee or prospective Superior Mortgagee shall request modifications constitute the payment of such rentals and all other monies under this Lease as a condition Lease. Tenant shall not be required to determine whether Landlord is in default under the provisionloan documents and Landlord hereby expressly and irrevocably authorizes Tenant to make such payments to such Mortgagee upon such notice and direction and hereby releases and discharges Tenant from any liability to Landlord or any party claiming by, continuance through or renewal under Landlord on account of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder or materially diminish Tenant's rights under this Leasepayments. 8.05. (c) Tenant agrees, must at any time and from time to time, upon not less than fifteen (15) days' prior notice from Landlord to executewithin 10 days after receipt of Landlord’s written request, acknowledge execute and deliver to Landlord or such other person that Landlord may designate a written certification stating (a) 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), (b) that Tenant has accepted possession of the Leased Property, (c) the dates an estoppel certificate certifying all reasonably requested information pertaining to which the Fixed Rent and Additional Rent have been paid, (d) whether or not there exists any default on the part of Landlord under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease or the Leased Property that Landlord may reasonably request. Landlord agrees, at any time and from time to time, upon not less than fifteen (15) days' prior notice from Tenant to execute, acknowledge and deliver to Tenant a written certification stating (a) 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), (b) the dates to which the Fixed Rent and Additional Rent have been paid, (c) whether or not there exists any default on the part of Tenant under this Lease, and, if so, specifying each such default and (e) such further information with respect to this Lease that Tenant may reasonably request.