Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this Lease and in and to the Premises shall be subject and subordinate to first deeds of trust, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto; provided, however, that for any Security Agreement subsequent to the date hereof, Tenant’s agreement to subordinate this Lease thereto is conditioned upon Tenant’s receipt of a subordination, non-disturbance and attornment agreement (“SNDA”) in such Security Holder’s standard form. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party as if the Security Documents had been executedlessor hereunder provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder, delivered and recorded prior all pursuant to the execution terms of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaultsSNDA, if anyapplicable. Within 10 business days after request by Landlord, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and set forth for deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. Notwithstanding the benefit foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee (as hereinafter defined) on such Mortgagee’s current standard form of agreement. As used herein, the term “Mortgagee” shall mean the holder of any Security Documents a mortgage or deed of trust recorded against the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement Property as of the Lessee in writing certifying (i) date hereof. Landlord may satisfy the Rentable Area “reasonable efforts” requirement by merely making written request of the PremisesMortgagee and such reasonable efforts standard shall not require Landlord to incur any cost, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, expense or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, liability to obtain such agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended agreed that Tenant shall be responsible for any such statement may fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be relied upon considered to be a default by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSLandlord hereunder.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts to obtain the agreement of any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment of the Premises under this Lease, so long as Tenant is not in Default hereunder. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one Holder or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder purchaser or holders of all Security Documents a copy of all notices to Lessor any successor thereto and shall grant recognize such party as the lessor hereunder provided that such party agrees not to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in disturb Tenant’s occupancy and that this Lease for curing will continue as a direct lease between such defaults party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Lessor andLandlord, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, this reference and IMPROVEMENTSmade a part hereof.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this 17.1 This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party as if the Security Documents had been executedlessor hereunder and agree to continue this Lease, delivered without material modification, as a direct lease between Tenant, as tenant, and recorded prior such party, as landlord, provided that such party agrees, subject to the execution of this Lease. After the delivery to Lessee terms of a notice from Lessor non-disturbance agreement that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent satisfies clause (c) of the holder or holders second sentence of the Security DocumentsSection 17.2 and is otherwise commercially reasonable, Lessee shall not surrender or terminate to recognize Tenant’s rights as tenant hereunder and continue this Lease except pursuant to lease as a right to terminate expressly set forth in this Leasedirect lease between such party, as landlord, and Tenant, as tenant. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; howeverWithin 10 days after Landlord’s request, at the request of Lessor, Lessee Tenant shall execute such further documents commercially reasonable instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants This Lease is and agrees with Lessor that the rights and interests of Lessee under this Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall ground leases, mortgages, and trust deeds or other security instruments financing or, refinancing installments that may now or in the future be placed on the Property, and to all renewals, modificationsreplacements, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building of same and the land or Tenant shall attorn to any parts thereofpurchaser, to the same extent as if the Security Documents had been executedpurchaser at any foreclosure, delivered and recorded prior or to the execution grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time, within twenty (20) days of request, execute a confirmation of such subordination in the form required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall be deemed to be prior in lien to such ground lease, mortgage or trust deed. Tenant shall, within twenty (20) days of request, deliver to Landlord, or to any party providing financing to Landlord, or to a prospective purchaser, information reasonably required by such party, including without limitation current financial statements and estoppel certificates in a form satisfactory to such party, failing which Tenant shall be in default of this LeaseLease without further notice or cure period. After the delivery to Lessee of a notice from Lessor that it has entered into one If Tenant does not deliver any subordination or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder estoppel certificate within the same twenty (20) day time period provided herein, and if Tenant has not objected to the Certificate within such time, then in this Lease for curing such defaults by Lessor andaddition to any other right or remedy of Landlord, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant Tenant hereby appoints Landlord as its attorney-in-fact to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement subordination or estoppel certificate on Tenant’s behalf. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, lessee, mortgagee or assignee of any mortgage prospective mortgagee of the Building Building, the Property, or of the Lessor's Landlord’s interest therein. ALTERATIONSFor any current or future mortgage, ADDITIONSdeed of trust or ground lease, the Landlord will make commercially reasonable efforts to obtain a subordination and IMPROVEMENTSnon-disturbance agreement in reasonable form.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants This lease, and agrees with Lessor that the rights and interests of Lessee Tenant under this Lease and in and to the Premises shall be lease, are subject and subordinate in all respects to first deeds all present and future underlying leases of trustthe Building, mortgagesincluding all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or advances under any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this LeaseMortgage. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be This Section is self-operative and no further instrument of subordination is required. Tenant shall, within 15 days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not require further agreement by Lessee; howeverexercise that right until (a) Tenant gives notice of the act or omission to each Mortgagee and Superior Landlord whose name and address has been provided to Tenant in writing, and (b) unless the act or omission is Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of Lessorthe successor, Lessee Tenant shall execute such further documents attorn to the successor as may be required or requested Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and set forth effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the benefit of the holder return of any Security Documents except to the obligations extent the Security was received by the successor. If any Mortgagee or Superior Landlord requires any modifications of Lessee hereunderthis lease, or that any Mortgage or Superior Lease be subordinate to this lease, Tenant shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. At Landlord and Tenant shall, at any time and from time to time upon not less than ten (10) days' prior notice by Lessortime, Lessee shall executewithin 15 days following its receipt of a request from the other party, sign, acknowledge and deliver to the Lessor requesting party or any other person designated by that party a statement of the Lessee in writing certifying certification (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iva) that this Lease lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as and has not been modified and stating the (or, if modified, setting forth all modifications), (vb) the date to which the Rent has been paid, (c) stating whether or not not, to the Lessor best of its knowledge, there is then a Default or any event has occurred which, with the serving of notice or the passage of time, or both, would give rise to a Default, or if Landlord is in default in the keepingunder this lease, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, and if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied setting forth the Premises, (vii) that all requirements specific nature of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Leasesame, and (ixd) such to the best of its knowledge, any other factual matters as Lessor may reasonably request, it being intended that requested by the other party or any such statement person designated by the other party. Any certification delivered pursuant to this Section may be relied upon by the requesting party or any prospective purchaser, lessee, mortgagee or assignee of any mortgage of other person designated by the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSother party.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants This Lease is and agrees with Lessor that the rights and interests of Lessee under this Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall ground leases, mortgages, and trust deeds or other security financing or, refinancing instruments that may now or in the future be placed on the Building or the Property, and to all renewals, modificationsreplacements, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building of same and the land or Tenant shall attorn to any parts thereofpurchaser, to the same extent as if the Security Documents had been executedpurchaser at any foreclosure, delivered and recorded prior or to the execution grantee of this a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. After the delivery Such subordination is self-operative, and no further instruments shall be required to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaultseffect same. However, if anyrequested by Landlord, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee Tenant shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and promptly from time to time upon not less than time, within ten (10) days' business days of written request, execute a confirmation of such subordination in the form reasonably required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall be deemed to be prior in lien to such ground lease, mortgage or trust deed. Tenant shall, within ten (10) business days of written request, deliver to Landlord, or to any party providing financing to Landlord, or to a prospective purchaser, information reasonably required by such party, including without limitation current financial statements and estoppel certificates in a form reasonably required by such party, failing which Tenant shall be in default of this Lease without further notice by Lessoror cure period. If Tenant does not deliver any subordination or estoppel certificate within the ten (10) business day time period provided herein, Lessee shall executethen in addition to any other right or remedy of Landlord, acknowledge Tenant hereby appoints Landlord as its attorney-in-fact to execute and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement subordination or estoppel certificate on Tenant's behalf. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, lessee, mortgagee or assignee of any mortgage prospective mortgagee of the Building Building, the Property, or of the LessorLandlord's interest therein. ALTERATIONS, ADDITIONS, Landlord will use best efforts to obtain a non-disturbance agreement from its existing lender and IMPROVEMENTSany future lender(s) on such lender's commercially reasonable form.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under (a) Tenant accepts this Lease and in and to the Premises shall be as subject and subordinate to first any recorded mortgages, deeds to secure debt, deeds of trust, mortgagesground leases and other similar security instruments (each, a “Mortgage”) and encumbrances presently existing or hereafter created upon the Premises or Building, and all other security instruments encumbrances and matters of public record applicable to the Building or Office Park or any part thereof presently existing or hereafter created, including without limitation, any reciprocal easement or operating agreements, ground or underlying leases, covenants, conditions and restrictions, and to all renewalsamendments, modificationsmodifications and restatements thereof, consolidations, and all replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building substitutions therefor. The subordination created hereby is self-operative and the land or any parts thereof, no further instrument shall be required to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution effect such subordination of this Lease. After the delivery Nevertheless, Tenant agrees to Lessee execute such documents as Landlord may request to evidence such subordination within ten (10) days after Landlord’s request therefor. Any holder of a notice from Lessor Mortgage (a “Mortgagee”) may elect that it has entered into one this Lease shall have priority over its Mortgage. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or more Security Documentsother proceeding for enforcement of any Mortgage, or if the lessor under any ground lease succeeds to the interest of Landlord under this Lease, then, during at the term option of such Security Documentstransferee (“Purchaser”), Lessee Tenant shall deliver be bound to the holder or holders Purchaser under the terms, covenants and conditions of all Security Documents a copy of all notices to Lessor this Lease, and Tenant shall grant attorn to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in Purchaser as its landlord under this Lease. The foregoing provisions of this Paragraph shall be are self-operative and shall not require no further agreement by Lesseeinstruments to give effect thereto; provided, however, at the request of Lessor, Lessee that Tenant shall promptly execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premisesany instrument that such Purchaser may reasonably request evidencing such attornment. Upon such attornment, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are shall continue in full force and effect as modified a direct lease between such Purchaser and stating Tenant upon all the modificationsterms, conditions and covenants set forth in this Lease, except that such Purchaser shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Purchaser succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s interest; (v) whether bound by any obligation to perform any work or not to make improvements to the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, Premises except for (viA) that Lessee has unconditionally accepted repairs and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in maintenance required to be made by Landlord under this Lease, and (ixB) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such other matters as Lessor may repairs can reasonably requestbe made from the net proceeds of any insurance or condemnation awards, it being intended that any respectively, actually made available to such statement may be relied upon Purchaser; (vi) bound by any prospective purchasermodification, lessee, mortgagee amendment or assignee renewal of this Lease made without Purchaser’s consent; (vii) liable for the repayment of any mortgage Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viii) liable for the Building payment of any unfunded tenant improvement allowance, refurbishment allowance or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSsimilar obligation.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this 17.1 This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one Holder or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder purchaser or holders of all Security Documents a copy of all notices to Lessor any successor thereto and shall grant recognize such party as the lessor hereunder provided that such party agrees not to such holder or holders disturb Tenant’s occupancy so long as Tenant timely pays the right to cure all defaultsRent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. Notwithstanding any provision herein to the Lessor contrary, if, within 10 days after the date of this Lease, a statement non-disturbance, subordination and attornment agreement is not executed and delivered by Landlord, Tenant and Mortgagee (as hereinafter defined), then Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord prior to the Lessee in writing certifying date that is the earlier to occur of (i) the Rentable Area of the Premisesdate upon which such non-disturbance, subordination and attornment agreement is fully executed and delivered by such parties, and (ii) the Commencement Date and Termination Date date that is 5 days after the expiration of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein10 day period. ALTERATIONS, ADDITIONS, and IMPROVEMENTSIf Tenant timely

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that In consideration of the rights and interests execution of Lessee under this Lease by Landlord, Tenant accepts this Lease subject to any deeds of conveyance and in and to the Premises shall be subject and subordinate to first any deeds of trust, mortgagesmaster leases, security interests or mortgages and other security instruments and to all renewals, modifications, consolidationsextensions, consolidations and replacements and extensions thereof (of the "Security Documents") heretofore foregoing which might now or hereafter executed constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the forms(s) prescribed by Lessor Landlord, execute any instruments, estoppel certificates, release or other documents that may be requested or required by any purchaser or any holder of any superior interest for the purposes of subjecting and subordinating this Lease to such deed or conveyance or to the lien of any such deed of trust, master lease, security interest, mortgage, or superior interest. Tenant hereby appoints Landlord attorney in fact, irrevocably, to execute and deliver any such instrument or document for Tenant should Tenant fail or refuse to do so within ten (10) days of Landlord's written request for such instrument or document. In the event the Building is sold or subjected to foreclosure proceedings, Tenant shall attorn to the purchaser and recognize same as Landlord under this Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by landlord covering the Premises, the Building and the land or any parts thereof, Tenant shall attorn to the same extent as if the Security Documents had been executed, delivered and recorded prior purchaser at any such foreclosure or to the execution grantee of a deed in lieu of foreclosure and recognize such purchase or grantee as Landlord under this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this 17.1 This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto, Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lien of foreclosure) of any Security Agreement. Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party as if the Security Documents had been executedlessor hereunder and agree to continue this Lease as a direct lease between Tenant, delivered as tenant, and recorded prior such party, as landlord, provided that such party agrees to recognize Tenant’s rights as tenant hereunder and continue this lease as a direct lease between such party, as landlord, and Tenant as tenant (provided, however, that such party shall not be (i) bound by any payment of Rent for more than one (1) month in advance; (ii) liable for (A) the return of any security deposit, letter of credit or other collateral, except to the execution extent it was received by such party, or (B) any act, omission, representation, warranty of this Lease. After default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant might have against any prior landlord (including Landlord); provided further, however, that nothing in the delivery to Lessee of a notice from Lessor that it has entered into one preceding clauses (ii)(B) or more Security Documents, then, during (iii) shall limit the term liability of such Security Documents, Lessee shall deliver party for any default by such prior landlord to the holder extent it continues following the acquisition of such prior landlord’s interest hereunder by such party, unless such default consists of (x) a breach of an obligation relating to the design, construction, or holders repair of all Security Documents any defect in any Leasehold Improvements or other improvements to the Building, or (y) a copy of all notices failure to Lessor and shall grant disburse, pay or reimburse any funds to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults Tenant). Within 10 days after request by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this LeaseLandlord. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee Within 10 business days after Landlord’s request. Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds, deeds to secure debt, and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement (a “Succession”), Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party (the “Successor”) as the lessor hereunder if the Security Documents had been executedSuccessor agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, delivered and recorded prior however, that the Successor shall not be liable for or bound by (i) any payment of Rent made to Landlord more than 30 days before its due date, (ii) any act or omission of or default by Landlord hereunder (but the Successor shall be subject to Landlord’s continuing obligations hereunder to the execution of this Lease. After extent arising after the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver Succession and to the holder extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or holders of all Security Documents a copy of all notices defenses that Tenant may have against Landlord, (iv) any modification or amendment to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of which the Security DocumentsHolder’s consent is required, Lessee shall but has not surrender been obtained, under the Security Agreement, or terminate this Lease except pursuant (v) any obligation hereunder to maintain a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, fitness facility at the Building. Within 15 business days after request of Lessorby Landlord, Lessee Tenant shall execute such further documents instruments as Landlord may be required reasonably deem necessary to confirm such attornment and evidence the subordination or requested superiority of this Lease to evidence and set forth for the benefit of the holder of any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 15 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "Security Documents") heretofore security of such mortgages or hereafter executed by Lessor covering trust deeds, unless in each case the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term holder of such Security DocumentsAgreement (each, Lessee shall deliver a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request made in writing by the foreclosing Security Holder, or purchaser or any successor to a Security Holder who acquires title to the holder Building or holders Project pursuant to such termination or foreclosure of all a Security Documents Agreement (each, a copy of all notices “Successor Landlord”), shall attorn, without deduction or set-off, to Lessor such Successor Landlord and shall grant recognize such Successor Landlord as the lessor hereunder provided that such Successor Landlord agrees in such request to comply with the obligations of Landlord pursuant to this Lease and not to disturb Tenant’s occupancy (nor permit any such holder or holders disturbance by anyone claiming any interest in the right to Premises through the Successor Landlord) so long as Tenant is not in Default hereunder beyond the expiration of the cure all defaultsperiod, if any, of Lessor hereunder within the same time period provided in this Lease for curing applicable to such defaults by Lessor andTenant Default. Within 10 days after Landlord’s request, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents Agreement, provided that such instrument expressly states that the Successor Landlord pursuant to such Security Agreement shall comply with the obligations of Lessee hereunderLandlord pursuant to this Lease and not disturb Tenant’s occupancy (nor permit any such disturbance by anyone claiming any interest in the Premises through the Successor Landlord) as long as Tenant is not in Default hereunder beyond the expiration of the cure period, if any, applicable to such Tenant Default. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may including current and prospective Security Holders and prospective purchasers, which estoppel certificate shall be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSlimited to factual information within Tenant’s actual knowledge only.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17Section 13.1. Lessee covenants and agrees with Lessor that the The rights and interests of Lessee Tenant under this Lease any and all liens, rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the Premises Land and Improvements are and shall be subject in all respects subject, subordinate and subordinate inferior to first deeds any Mortgage (and any other loan documents executed and/or delivered in connection with such Mortgage) and to the liens, security interests and all other rights and interests created or to be created therein or thereby for the benefit of trust, mortgagesMortgagee, and securing the repayment of the debt secured by any such Mortgage including, without limitation, those created under the Mortgage covering, amount other security instruments things, the Land and Improvements, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all renewals, modifications, consolidations, replacements sums secured thereby and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to advances made thereunder with the same extent force and effect as if the Security Documents Mortgage and the loan documents executed in connection therewith had been executed, executed and delivered and the Mortgage recorded prior to the execution and delivery of this Lease. After At its option and in its sole discretion, Mortgagee may elect to give the delivery to Lessee rights and interest of a notice from Lessor that it has entered into one or more Security Documents, then, during Tenant and the term Lease priority over the lien of the Mortgage. In the event of such Security Documentselection, Lessee the rights and interest of Tenant under the Lease automatically shall deliver to have the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders priority over the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent lien of the holder Mortgage and no additional consent or holders of instrument shall be necessary or required. Tenant agrees to execute and deliver whatever instruments may be reasonably requested by Mortgagee for the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions purposes of this Paragraph shall be self-operative and shall not require further agreement by Lessee; howeverSection 13.1, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force the event that Tenant fails to do so after demand in writing, Tenant does hereby make, constitute and effectirrevocably appoint Landlord as Tenant’s attorney-in-fact and in its name, or if there have been modifications, that the same are in full force place and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSstead so to do.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17This Lease and Tenant’s interest in this Lease is subordinate at all times to the lien of any current or future mortgages or deeds of trust placed on the Leased Premises or the Gaithersburg Facility, and to any current or future ground lease thereof (together such mortgages, deeds of trust and ground leases, “Mortgage”), without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Lessee covenants Tenant further agrees to execute and agrees deliver within 10 business days after demand such commercially reasonable further instrument evidencing such subordination and attornment as shall be reasonably required by the holder of any mortgage or deed of trust now or hereafter placed upon the Leased Premises or the Gaithersburg Facility. Notwithstanding the foregoing, any holder of a Mortgage (“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 Lessor that respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. Tenant shall attorn to any foreclosing [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 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 interests of Lessee 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 in shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor landlord may request to the Premises shall be subject and subordinate to first deeds of trustevidence such attornment. Upon such attornment, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are continue in full force and effect as, or as modified if it were, a direct lease between the successor landlord and stating Tenant upon all of the modificationsterms, (v) whether or not the Lessor is in default in the keepingconditions, observance or performance of any covenant, agreement, term, provision or condition contained and covenants as are set forth in this Lease andand shall be applicable after such attornment, if soexcept that the successor landlord shall not be bound by any modification of this Lease not approved by the successor landlord, specifying each or by any previous prepayment of more than one month’s rent, unless such default, (vi) that Lessee has unconditionally accepted and occupied modification or prepayment shall have been expressly approved in writing or received by the Premises, (vii) that all requirements holder of the Lease superior mortgage through or by reason of which the successor landlord shall have been complied with and no chargessucceeded to the rights of Landlord. Tenant shall provide an estoppel certificate to any person or entity requested by Landlord, set-offs or other credits exists against any rent, within ten (viii10) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) days following Tenant’s receipt of such other matters as Lessor may reasonably request, it being intended that any acknowledging such statement customary certifications as may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSrequested.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that 17.1 Except as set forth in Section 17.2 to the rights and interests of Lessee under contrary, this Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one Holder or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder purchaser or holders of all Security Documents a copy of all notices to Lessor any successor thereto and shall grant recognize such party as the lessor hereunder provided that such party agrees not to such holder or holders disturb Tenant’s occupancy so long as Tenant timely pays the right to cure all defaultsRent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee Tenant shall execute such further documents instruments as Landlord may be required or requested reasonably deem necessary to evidence and set forth for the benefit subordination or superiority of the holder of this Lease to any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers, provided that, except in the Lessor case of a statement proposed sale or transfer of the Lessee Building and/or land thereunder, Landlord shall not request from Tenant such estoppel certificate more than twice in writing certifying any calendar year. Within 10 business days after Tenant’s request, Landlord shall execute and deliver to Tenant a commercially reasonable estoppel certificate in favor of such parties as Tenant may reasonably designate, including current and prospective assignee’s of Tenant’s interest under this Lease, provided that Tenant shall not request from Tenant such estoppel certificate more than twice in any calendar year. Notwithstanding the foregoing, Landlord will use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s current Mortgagee (as hereinafter defined) on such Mortgagee’s current standard form of agreement. “Commercially reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Commercially reasonable efforts shall, however, require Landlord to: (i) provide Mortgagee with a request to provide Tenant with a SNDA in accordance with the Rentable Area terms of Landlord’s Security Agreement with the Premises, Mortgagee; (ii) promptly provide the Commencement Date Mortgagee with such back-up documentation and Termination Date other information as the Mortgagee shall request, including, without limitation, a summary of the terms of this Lease, Tenant financial information, and a relevant market information; (iii) periodically follow-up with Mortgagee about the Base Rental status of Mortgagee’s approval of the SNDA; and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effectif Mortgagee refuses to enter into an SNDA, or if there have been modificationsinquire as to the reasons for such disapproval. As used herein, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSterm “

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under Tenant accepts this Lease and in and to the Premises shall be subject and subordinate to first covenants, conditions, restrictions, easements, ground leases, mortgages or deeds of trust, mortgagestrust or liens now or subsequently arising upon the Leased Premises, and other security instruments and to all renewals, modifications, consolidations, replacements refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the "Security Documents") heretofore or hereafter executed by Lessor covering benefit of a Mortgage shall be referred to as a “Mortgagee.” This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the PremisesMortgagee. As an alternative, a Mortgagee shall have the Building and the land or right at any parts thereof, time to the same extent as if the Security Documents had been executed, delivered and recorded prior subordinate its Mortgage to the execution of this Lease. After the delivery Upon request, Tenant, without charge, shall attorn to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver any successor to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth Landlord’s interest in this Lease. The provisions No subordination to any future Mortgage shall permit material interference with Tenant’s rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of this Paragraph shall be self-operative the Leased Premises and shall not disturb Tenant’s right to quiet possession of the Leased Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. Upon Tenant’s written request, Landlord shall use good faith and reasonable efforts to obtain a non–disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require further agreement by Lessee; howeverLandlord to incur substantial cost, at the expense or liability to obtain such agreement. Upon request of LessorLandlord, Lessee Tenant shall execute such further documents as may the Mortgagee’s form of non–disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non–disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be required considered to be a default by Landlord hereunder, or requested provide Tenant any basis to evidence and set forth for the benefit terminate this Lease. Tenant shall, within thirty (30) days after receipt of the holder of any Security Documents the obligations of Lessee hereunder. At any time and a written request from time to time upon not less than ten (10) days' prior notice by LessorLandlord, Lessee shall execute, acknowledge execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date status of this Lease, (iii) the Base Rental existence of any defaults and Base Rental Adjustment (additional rent as set forth in Paragraph 5 the amount of this Lease)Rent that is due and payable; provided, (iv) that this Lease is unmodified and in full force and effect, or if there have been modificationshowever, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each Landlord shall supply such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSinformation.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this Section 15.7 This Lease and in and to the Premises shall be all rights of Tenant hereunder are subject and subordinate to first all underlying leases now or hereafter in existence, and to any supplements, amendments, modifications, and extensions of such leases heretofore or hereafter made and to any deeds of trustto secure debt, mortgages, and or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to all any advances made on the security thereof, and to any increases, renewals, modifications, consolidations, replacements replacements, and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or of any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of such mortgages. The terms of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph paragraph shall be self-operative operative, and no further instruments or agreements of subordination shall not require further agreement by Lessee; howeverbe required to effect such subordination. Notwithstanding the preceding sentence, at the request if Landlord or any mortgagee or lessor of Lessor, Lessee shall execute Landlord requests such further documents as may be required instruments or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than agreements, Tenant shall, within ten (10) days' prior notice by Lessorbusiness days after Tenant's receipt or deemed receipt of Landlord's written request, Lessee shall execute, acknowledge, and deliver to Landlord such further instruments or agreements evidencing such subordination, and if Tenant fails to so execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, such instruments or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each agreements within such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, setten-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Leasebusiness day period, and such failure continues for ten (ix10) such other matters as Lessor may reasonably calendar days after Tenant's receipt or deemed receipt of Landlord's additional written request, it being intended that Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf, Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging, and delivering any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, instruments and IMPROVEMENTSagreements.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this 17.1 This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. Notwithstanding any provision herein to the contrary, if, within 10 days after the date of this Lease, a non-disturbance, subordination and attornment agreement is not executed and delivered by Lessor covering Landlord, Tenant and Mortgagee (as hereinafter defined), then Tenant shall have the Premisesright to terminate this Lease by delivery of written notice to Landlord prior to the date that is the earlier to occur of (i) the date upon which such non-disturbance, subordination and attornment agreement is fully executed and delivered by such parties, and (ii) the date that is 5 days after the expiration of such 10 day period. If Tenant timely delivers such termination notice to Landlord, this Lease shall terminate effective as of the date such notice is delivered to Landlord; provided, however, that (w) Sections 8, 20, 25.1, 25.5, 25.6, 25.7, 25.9 and Exhibit E shall survive such termination; (x) if Landlord has received any security deposit, other collateral or prepaid Rent from Tenant pursuant to this Lease, Landlord shall promptly return the same to Tenant; and (y) if Tenant has entered the Premises pursuant to this Lease for any reason, the Building and the land or any parts thereofprovisions hereof governing such entry shall, with respect to such entry, survive such termination to the same extent as if this Lease had expired in accordance with its terms. Tenant shall be responsible for any fee or review costs charged by the Security Documents had been executedMortgagee in connection with such non-disturbance, delivered subordination and recorded prior to the execution of this Leaseattornment agreement between Landlord, Tenant and Mortgagee. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security DocumentsAs used herein, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS“

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that In consideration of the rights and interests execution of Lessee under this Lease by Landlord, Xxxxxx accepts this Lease subject to any deeds of conveyance and in and to the Premises shall be subject and subordinate to first any deeds of trust, mortgagesmaster leases, security interests or mortgages and other security instruments and to all renewals, modifications, consolidationsextensions, consolidations and replacements and extensions thereof (of the "Security Documents") heretofore foregoing which might now or hereafter executed constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instruments or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the form(s) prescribed by Lessor Landlord, execute any instruments, estoppel certificates, release or other documents that may be requested or required by any purchaser or any holder of any superior interest for the purposes of subjecting and subordinating this Lease to such deed or conveyance or to the lien of any such deed of trust, master lease, security interest, mortgage, or superior interest. Tenant hereby appoints Landlord attorney-in-fact, irrevocably, to execute and deliver any such instrument or document for Tenant should Tenant fail or refuse to do so within ten (10) days of Landlord's written request for such instrument or document. In the event the Building is sold or subjected to foreclosure proceedings, Tenant shall attorn to the purchaser and recognize same as Landlord under this Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, the Building and the land or any parts thereof, Tenant shall attorn to the same extent as if the Security Documents had been executed, delivered and recorded prior purchaser at any such foreclosure or to the execution grantee of a deed in lieu of foreclosure and recognize such purchaser or grantee as Landlord under this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under (a) Tenant accepts this Lease and in and to the Premises shall be subject and subordinate to the lien or security title of any recorded first deeds of trustmortgage, mortgagesfirst-in-priority deed to secure debt or ground lease presently existing or hereafter created upon the Premises or Building, and other security instruments and to all renewalsexisting recorded restrictions, modificationscovenants, consolidationseasements and agreements with respect to the Office Park, or any part thereof, and all amendments, modifications and restatements thereof, and all replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Leasesubstitutions therefor. The provisions of this Paragraph shall subordination created hereby is intended to be self-operative and no further instrument shall not require further agreement be required to effect such subordination of this Lease. Nevertheless, Tenant agrees to execute such documents as Landlord may request to evidence and memorialize such subordination. If Tenant fails to execute any such requested documentation within ten (10) days after Landlord's request therefor, Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the lien or security title of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises or the Building, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. Any Mortgagee may elect that this Lease shall have priority over the mortgage or deed to secure debt held by Lessee; howeversuch Mortgagee and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such mortgage or deed to secure debt, regardless of the date of this Lease. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises or the Building, or if the lessor under any ground lease succeeds to the interest of Landlord under this Lease, Tenant shall be bound to the transferee (sometimes hereinafter referred to as the "Purchaser"), at the request option of Lessorthe Purchaser, Lessee under the terms, covenants and conditions of this Lease for the balance of the Term remaining, and any extensions or renewals, with the same force and effect as if the Purchaser were Landlord hereunder, and, if requested by the Purchaser, Tenant shall attorn to such Purchaser and agrees to be bound and obligated hereunder to the Purchaser (including the Mortgagee or grantee under any such mortgage or deed to secure debt and the lessor under any ground lease), as its landlord under this Lease. The foregoing provisions are self-operative and require no further instruments to give effect thereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such further documents Purchaser may reasonably request: (i) evidencing such attornment; (ii) setting forth the terms and conditions of Tenant's tenancy; and (iii) containing such other terms and conditions as may be required by such Purchaser, provided such terms and conditions do not increase the Rent, materially increase Tenant's obligations, or requested to evidence materially and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of adversely affect Tenant's rights under this Lease. Upon such attornment, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are shall continue in full force and effect as modified a direct lease between such Purchaser and stating Tenant upon all the modificationsterms, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained conditions and covenants set forth in this Lease andLease, if soexcept that such Purchaser shall not be: (A) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Purchaser succeeds to Landlord's interest and Tenant gives notice of such act or omission); (B) subject to any defense, specifying each such defaultclaim, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no chargescounterclaim, set-offs off or other credits exists offsets which Tenant may have against Landlord; (C) bound by any rent, prepayment of more than one (viii1) that Lessee has not assigned, pledged, sublet, month's Rent to any prior landlord; (D) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord's interest; (E) bound by any obligation to perform any work or otherwise transferred any interest in to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (ixy) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such other matters as Lessor may repairs can reasonably requestbe made from the net proceeds of any insurance or condemnation awards, it being intended that any respectively, actually made available to such statement may be relied upon Purchaser; (F) bound by any prospective purchasermodification, lessee, mortgagee amendment or assignee renewal of this Lease made without Purchaser's consent; (G) liable for the repayment of any mortgage Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (H) liable for the Building payment of any unfunded tenant improvement allowance, refurbishment allowance or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSsimilar obligation.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants 20.01 This Lease and agrees with Lessor that the rights of Tenant hereunder shall automatically and interests of Lessee under this Lease and in and to the Premises shall without further action by Landlord or Tenant be subject and subordinate at all times to first deeds the lien of trustany mortgage or mortgages now or hereinafter placed upon Landlord's interest in the Premises and on the Land and Building of which the Premises are a part or upon any building hereafter placed upon the Land of which the Premises form a part; subject to the agreement of the mortgagee that in the event of foreclosure or the assertion of any other rights under the mortgage, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building this Lease and the land rights of Tenant hereunder shall continue in effect and shall not be terminated or any parts thereof, disturbed so long as Tenant continues to the same extent as if the Security Documents had been executed, delivered perform and recorded prior to the execution of is not in default under this Lease. After the delivery Tenant covenants and agrees to Lessee of a notice from Lessor that it has entered into one execute and deliver, within five (5) business days after requested by Landlord, such further instrument or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver instruments subordinating this Lease to the holder lien of any such mortgage or holders of all Security Documents a copy of all notices mortgagees as shall be desired by the Landlord and any mortgagees or proposed mortgagees and if Tenant fails to Lessor execute and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within deliver the same time period provided in this Lease for curing within such defaults by Lessor andfive (5) business days period, except with Tenant hereby irrevocably appoints the prior written consent Landlord the attorney-in-fact of the holder Tenant to execute and deliver any such instrument or holders instruments for and in the name of Tenant. In the Security Documents, Lessee event said mortgagee(s) shall not surrender accept any instrument or terminate this Lease except instruments executed by Landlord pursuant to a right to terminate expressly set forth in this Lease. The provisions the power of this Paragraph shall be self-operative and shall not require further agreement by Lessee; howeverattorney contained herein, Landlord, at the request of Lessorits option, Lessee shall may declare Tenant's failure to execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor said instruments a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against may proceed to enforce any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied all remedies accruing to Landlord upon a default by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSTenant hereunder.

SUBORDINATION; ESTOPPEL CERTIFICATES. At the request of a Security Holder (defined below), and subject to the provisions of this Section 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under , this Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "Security Documents") heretofore security of such mortgages or hereafter executed by Lessor covering trust deeds, unless in each case the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term holder of such Security DocumentsAgreement (each, Lessee shall deliver to the holder or holders of all a “Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided Holder”) requires in writing that this Lease for curing such defaults by Lessor andbe superior thereto. Notwithstanding the foregoing, except Tenant’s agreement to subordinate this Lease to a future Security Agreement shall not be effective unless Landlord has provided Tenant with the prior written consent of the holder or holders of a commercially reasonable subordination and non-disturbance agreement from the Security Documents, Lessee shall not surrender Holder. Upon any termination or terminate this Lease except pursuant to foreclosure (or any delivery of a right to terminate expressly set forth deed in this Lease. The provisions lieu of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder foreclosure) of any Security Documents Agreement, Tenant, upon request, shall attorn to the obligations Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Lease, without material modification, as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees, subject to the terms of Lessee hereundera commercially reasonable subordination and non-disturbance agreement, to recognize Tenant’s rights as tenant hereunder and continue this lease as a direct lease between such party, as landlord, and Tenant, as tenant. At any time and from time to time upon not less than Within ten (10) days' prior notice business days after request by LessorLandlord, Lessee Tenant shall executeexecute such commercially reasonable subordination and non-disturbance agreements as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement as provided above in this Section 17. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within ten (10) business days after Landlord’s request, acknowledge Tenant shall execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one Holder or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder purchaser or holders of all Security Documents a copy of all notices to Lessor any successor thereto and shall grant recognize such party as the lessor hereunder provided that such party agrees not to such holder or holders disturb Tenant’s occupancy so long as Tenant timely pays the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative Rent and shall not require further agreement by Lessee; however, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the otherwise performs its obligations of Lessee hereunder. At any time and from time to time upon not less than Within ten (10) days' prior notice business days following a request in writing by LessorLandlord or Tenant, Lessee the recipient (the “Recipient”) shall execute, acknowledge and deliver to the Lessor a statement requesting party (the “Requesting Party”) an estoppel certificate, which, as submitted, shall be substantially in the form attached hereto as Exhibit I, or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effectProject, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, subletportion thereof, or otherwise transferred any interest in this Leaseassignee or sublessee, indicating therein any exceptions thereto that may exist at that time, and (ix) shall also contain any other information reasonably requested by the Requesting Party or Landlord’s mortgagee or prospective mortgagee or Tenant’s Transferee, as the case may be. Landlord shall use commercially reasonable efforts to obtain a similar estoppel certificate from the Master Lessee upon Tenant’s request. Any such other matters as Lessor may reasonably request, it being intended that any such statement certificate may be relied upon by any prospective purchaser, lessee, mortgagee or assignee purchaser of all or any mortgage portion of the Building Project or by assignee or sublessee or purchaser of Tenant’s business. Tenant’s receipt of a commercially reasonable subordination, non-disturbance and attornment agreement from any future Security Holder shall be a condition precedent to Tenant’s obligation to subordinate this Lease to any future Security Agreement. The Recipient shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the Lessor's interest thereintwo (2) years prior to the current financial statement year. ALTERATIONSSuch statements shall be prepared in accordance with generally accepted accounting principles and, ADDITIONSif such is the normal practice of Tenant, shall be audited by an independent certified public accountant. The failure of Tenant or Landlord, as the case may be, to timely execute, acknowledge and IMPROVEMENTSdeliver such estoppel certificate or other instruments, upon an additional five (5) business days’ notice from the Requesting Party advising the other party of the consequences of a non-response, shall constitute an acceptance of the premises stated therein and an acknowledgment by the other party that statements included in the estoppel certificate are true and correct, without exception.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17Section 13.1. Lessee covenants and agrees with Lessor that Subject to the provisions of Section 13.4, the rights and interests of Lessee Tenant under this Lease any and all liens, rights and interests (whether cxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the Premises Land and Improvements are and shall be subject in all respects subject, subordinate and subordinate inferior to first deeds of trust, mortgagesany Mortgage (and any other loan documents executed and/or delivered in connection with such Mortgage), and to the liens, security interests and all other security instruments rights and interests created or to be created therein or thereby for the benefit of Mortgagee, and securing the repayment of the debt secured by any such Mortgage, including, without limitation, those created under the Mortgage covering, amount other things, the Land and Improvements, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all renewals, modifications, consolidations, replacements sums secured thereby and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to advances made thereunder with the same extent force and effect as if the Security Documents Mortgage and the loan documents executed in connection therewith had been executed, executed and delivered and the Mortgage recorded prior to the execution and delivery of this Lease. After At its option and in its sole discretion, Mortgagee may elect to give the delivery to Lessee rights and interest of a notice from Lessor that it has entered into one or more Security Documents, then, during Tenant and the term Lease priority over the lien of the Mortgage. In the event of such Security Documentselection, Lessee the rights and interest of Tenant under the Lease automatically shall deliver to have the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders priority over the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent lien of the holder Mortgage and no additional consent or holders of instrument shall be necessary or required. Tenant agrees to execute and deliver whatever instruments may be reasonably requested by Mortgagee for the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions purposes of this Paragraph shall be self-operative and shall not require further agreement by Lessee; howeverSection 13.1, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force the event that Tenant fails to do so after demand in writing, Tenant does hereby make, constitute and effectirrevocably appoint Landlord as Tenant’s attorney-in-fact and in its name, or if there have been modifications, that the same are in full force place and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSstead so to do.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this 17.1 This Lease and in and to the Premises shall be subject and subordinate to first deeds of trustall existing and future ground or underlying leases, mortgages, trust deeds, deeds to secure debt, and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages or trust deeds, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement (a “Succession”), Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party (the “Successor”) as the lessor hereunder if the Security Documents had been executedSuccessor agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, delivered and recorded prior however, that the Successor shall not be liable for or bound by (i) any payment of Rent made to Landlord more than 30 days before its due date, (ii) any act or omission of or default by Landlord hereunder (but the Successor shall be subject to Landlord’s continuing obligations hereunder to the execution of this Lease. After extent arising after the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver Succession and to the holder extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or holders of all Security Documents a copy of all notices defenses that Tenant may have against Landlord, (iv) any modification or amendment to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of which the Security DocumentsHolder’s consent is required, Lessee shall but has not surrender been obtained, under the Security Agreement, or terminate this Lease except pursuant (v) any obligation hereunder to maintain a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, fitness facility at the Building. Within 10 days after request of Lessorby Landlord, Lessee Tenant shall execute such further documents instruments as Landlord may be required reasonably deem necessary to confirm such attornment and evidence the subordination or requested superiority of this Lease to evidence and set forth for the benefit of the holder of any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants This Sublease shall, at Landlord’s option, be subordinate to any mortgage, deed of trust or ground lease that may exist or hereafter be placed upon the Premises or any part thereof and agrees with Lessor that the rights to any and interests of Lessee under this Lease and in all advances to be made thereunder and to the Premises shall be subject and subordinate to first deeds of trust, mortgages, and other security instruments interest thereon and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executedprovided, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, at so long as Tenant performs its obligations under this Sublease, no foreclosure of, deed given in lieu of foreclosure of, sale, and no procedures taken under the request of Lessor, Lessee encumbrance shall execute such further documents as may be required or requested to evidence affect Tenant’s rights under this Sublease and set forth for the benefit of the holder of any Security Documents such encumbrance has agreed to recognize this Sublease and all of the obligations of Lessee Tenant’s rights hereunder. At Tenant shall upon written demand by Landlord execute such instruments as may reasonably be required at any time and from time to time to subordinate the rights and interest of Tenant under this Sublease to the lien of any such ground lease, mortgage or deed of trust, or, if requested by Landlord, to subordinate any such ground lease, mortgage or deed of trust to the Sublease, so long as such instrument includes reasonable non-disturbance protection; provided, however, that Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage or deed of trust on termination of such ground lease, attorn to the purchaser upon foreclosure sale or sale under power of sale or the landlord under such ground lease, and shall recognize such purchaser or ground lessor as Landlord under this Sublease, and so long as Tenant is not less than in default hereunder, no such termination or foreclosure shall terminate this Sublease or otherwise affect Tenant’s rights hereunder. Prospect SV EIC Lease 20 May clean.doc Within ten (10) days' prior notice by Lessordays after written request therefore, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord, in form provided by or satisfactory to Landlord, a statement of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) certificate stating that this Lease Sublease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified describing any amendments hereto and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor information Landlord may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under (a) Tenant accepts this Lease and in and to the Premises shall be subject and subordinate to first deeds the lien or security title of trustany recorded mortgage, mortgagesdeed to secure debt or ground lease presently existing or hereafter created upon the Premises, and other security instruments and to all renewalsexisting recorded restrictions, modificationscovenants, consolidationseasements and agreements with respect to the Office Park, or any part thereof, and all amendments, modifications and restatements thereof, and all replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Leasesubstitutions therefor. The provisions of this Paragraph shall subordination created hereby is intended to be self-operative and no further instrument shall not require further agreement by Lessee; howeverbe required to effect such subordination of this Lease. Nevertheless, at the request of Lessor, Lessee shall Tenant agrees to execute such further documents as Landlord may be required or requested request to evidence and set forth for the benefit of the holder of memorialize such subordination. If Tenant fails to execute any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than such requested documentation within ten (10) days' prior notice by Lessordays after Landlord's request therefor, Lessee shall execute, acknowledge Landlord is hereby irrevocably vested with full power and deliver authority to subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the Lessor a statement lien or security title of the Lessee in writing certifying (i) the Rentable Area of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (ii) sometimes hereinafter referred to as the Commencement Date "Purchaser"), at the option of the Purchaser, under the terms, covenants and Termination Date conditions of this LeaseLease for the balance of the Term remaining, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease)any extensions or renewals, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that with the same are in full force and effect as modified and stating if the modificationsPurchaser were Landlord hereunder, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if sorequested by the Purchaser, specifying each such default, Tenant agrees to be bound and obligated hereunder to the Purchaser (vi) that Lessee has unconditionally accepted and occupied including the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs mortgagee or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that grantee under any such statement may be relied upon by any prospective purchasermortgage or deed to secure debt), lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSas its landlord.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants Section 12.1 This lease, and agrees with Lessor that the rights and interests of Lessee Tenant under this Lease and in and to the Premises shall be lease, are subject and subordinate in all respects to first deeds all present and future underlying leases of trustthe Building, mortgages, and other security instruments and to all renewalsof the provisions, obligations and requirements thereunder, including all modifications, consolidations, extensions and replacements and extensions thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the "Security Documents") heretofore or hereafter executed by Lessor covering the PremisesBuilding, the Building including all modifications, extensions, supplements, consolidations and the land or replacements thereof (“Mortgages”), and all advances under any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this LeaseMortgage. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be This Section is self-operative and shall not require no further agreement by Lessee; howeverinstrument of subordination is required. Tenant will, at the request within 15 days following receipt of LessorLandlord’s request, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall executesign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. Notwithstanding anything herein to the Lessor a statement of the Lessee in writing certifying (i) the Rentable Area of the Premisescontrary, and without limitation, (iia) this lease is subject to a lease currently in effect for the Commencement Date Building (“Superior Lease”) between Landlord and Termination Date RE Holdings One LLC, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Superior Lessor”), (b) Tenant will not authorize or execute any act deed or thing whatsoever or fail to take any such action which will or may cause Landlord to be in violation of this any of known obligations under the Superior Lease, (iiic) Tenant will not pay Rent or other sums under the Base Rental lease for more than one month in advance, (d) Tenant will give to Superior Lessor, at the address indicated above and Base Rental Adjustment otherwise in the manner specified in the Superior Lease, a copy of any notice of default by Landlord at the same time as and whenever any such notice of default will be given by Tenant to Landlord, and (additional rent as set forth e) in Paragraph 5 the event of the termination or expiration of this Lease prior to the stated expiration date of the Superior Lease), (iv) that at the election of the Superior Lessor, Tenant will be obligated to attorn to and recognize the Superior Lessor as the landlord under this Lease is unmodified and lease, in full force and effect, or if there have been modifications, that the same are which event this lease will continue in full force and effect as modified a direct lease between the Superior Lessor and stating Tenant, upon all the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted terms and occupied the Premises, (vii) that all requirements conditions of the Lease have been complied with and no chargeslease, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters except as Lessor may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTShereinafter provided.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and At the option of Landlord, Tenant agrees with Lessor that the rights and interests of Lessee under this Lease and in and to the Premises shall be remain subject and subordinate to first deeds of trust, all present and future mortgages, and deeds to secure debt or other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the "Security DocumentsDeeds") heretofore affecting the Building or hereafter executed by Lessor covering the Premises, and Tenant shall, within ten (10) days after written request, execute and deliver to Landlord such certificate or certificates in writing as Landlord may request, showing the Building and subordination of the land or any parts thereof, Lease to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security DocumentsDeeds. In addition, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaultsTenant shall, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior ten (10) days after written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; howeverrequest, at the request of Lessor, Lessee shall execute such further documents as may be required or requested to evidence and set forth for the benefit of the holder of any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than ten (10) days' prior notice by Lessor, Lessee shall execute, acknowledge and deliver to Landlord a written statement addressed to Landlord, any mortgagee or assignee of Landlord's interest in, or purchaser of, the Lessor a statement of the Lessee in writing Building or any portion thereof, certifying as follows: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, effect (or if there have has been modificationsmodification thereof, that the same are is in full force and effect as modified and stating the modifications, nature thereof); (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (viii) that Lessee has unconditionally accepted to the best of its knowledge there are no uncured defaults on the part of Landlord (or if any such default exists, the specific nature and occupied the Premises, extent thereof); (viiiii) that all requirements there are no defenses or offsets against the enforcement of the Lease (or stating those claimed by Tenant); (iv) the date to which any rents and other charges have been complied with and no chargespaid in advance, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, if any; and (ixv) such other matters as Lessor Landlord or such mortgagee, assignee or purchaser may reasonably request. Any such certificate or statement shall, it being intended that any such statement at Landlord's request, be in recordable form and be recorded in the public records, and may be relied upon by Landlord, any prospective purchasermortgagee, lesseeproposed mortgagee, mortgagee assignee, purchaser and any other party to whom such certificate or assignee statement is addressed. Tenant's failure to execute such certificate or statement within thirty (30) days after written request shall constitute an immediate default by Tenant hereunder, without the requirement of any mortgage of the Building further notice, grace period or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTScure period.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under (a) Tenant accepts this Lease and in and to the Premises shall be subject and subordinate to first deeds the lien or security title of trustany recorded mortgage, mortgagesdeed to secure debt or ground lease hereafter created upon the Premises, and other security instruments and to all renewalsexisting recorded restrictions, modificationscovenants, consolidationseasements and agreements with respect to the Project, or any part thereof, and all amendments, modifications and restatements thereof, and all replacements and extensions thereof (the "Security Documents") heretofore or hereafter executed by Lessor covering the Premises, the Building and the land or any parts thereof, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver to the holder or holders of all Security Documents a copy of all notices to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of the Security Documents, Lessee shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Leasesubstitutions therefor. The provisions of this Paragraph shall subordination created hereby is intended to be self-operative and no further instrument shall not require further agreement by Lessee; howeverbe required to effect such subordination of this Lease. Nevertheless, at the request of Lessor, Lessee shall Tenant agrees to execute such further documents as Landlord may be required or requested request to evidence and set forth for the benefit of the holder of memorialize such subordination. If Tenant fails to execute any Security Documents the obligations of Lessee hereunder. At any time and from time to time upon not less than such requested documentation within ten (10) days' prior notice by Lessordays after Landlord's request therefor, Lessee shall execute, acknowledge Landlord is hereby irrevocably vested with full power and deliver authority to subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the Lessor a statement lien or security title of the Lessee in writing certifying (i) the Rentable Area of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (ii) sometimes hereinafter referred to as the Commencement Date "Purchaser"), at the option of the Purchaser, under the terms, covenants and Termination Date conditions of this LeaseLease for the balance of the Term remaining, (iii) the Base Rental and Base Rental Adjustment (additional rent as set forth in Paragraph 5 of this Lease)any extensions or renewals, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that with the same are in full force and effect as modified and stating if the modificationsPurchaser were Landlord hereunder, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if sorequested by the Purchaser, specifying each such default, Tenant agrees to be bound and obligated hereunder to the Purchaser (vi) that Lessee has unconditionally accepted and occupied including the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs mortgagee or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor may reasonably request, it being intended that grantee under any such statement may be relied upon by any prospective purchasermortgage or deed to secure debt), lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSas its landlord.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17. Lessee covenants and agrees with Lessor that the rights and interests of Lessee under this This Lease and in and to the Premises shall be subject and subordinate to first all existing and future ground or underlying leases, mortgages, deeds of trust, mortgagesdeeds to secure debt, and other security instruments and to encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof (each, a “Security Agreement”), and all advances made upon the "security of such mortgages, deeds of trust or deeds to secure debt, unless in each case the holder of such Security Documents"Agreement (each, a “Security Holder”) heretofore requires in writing that this Lease be superior thereto. Upon any termination or hereafter executed by Lessor covering the Premises, the Building and the land foreclosure (or any parts thereofdelivery of a deed in lieu of foreclosure) of any Security Agreement (a “Succession”), Tenant, upon request, shall attorn, without deduction or set-off, to the same extent Security Holder or purchaser or any successor thereto and shall recognize such party (the “Successor”) as the lessor hereunder if the Security Documents had been executedSuccessor agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, delivered and recorded prior however, that the Successor shall not be liable for or bound by (i) any payment of Rent made to Landlord more than 30 days before its due date, (ii) any act or omission of or default by Landlord hereunder (but the Successor shall be subject to Landlord’s continuing obligations hereunder to the execution of this Lease. After extent arising after the delivery to Lessee of a notice from Lessor that it has entered into one or more Security Documents, then, during the term of such Security Documents, Lessee shall deliver Succession and to the holder extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or holders of all Security Documents a copy of all notices defenses that Tenant may have against Landlord, (iv) any modification or amendment to Lessor and shall grant to such holder or holders the right to cure all defaults, if any, of Lessor hereunder within the same time period provided in this Lease for curing such defaults by Lessor and, except with the prior written consent of the holder or holders of which the Security DocumentsHolder’s consent is required, Lessee shall but has not surrender been obtained, under the Security Agreement, or terminate this Lease except pursuant (v) any obligation hereunder to maintain a right to terminate expressly set forth in this Lease. The provisions of this Paragraph shall be self-operative and shall not require further agreement by Lessee; however, fitness facility at the Building. Within 10 days after request of Lessorby Landlord, Lessee Tenant shall execute such further documents instruments as Landlord may be required reasonably deem necessary to confirm such attornment and evidence the subordination or requested superiority of this Lease to evidence and set forth for the benefit of the holder of any Security Documents the Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations of Lessee hereunderhereunder upon a foreclosure. At any time and from time to time upon not less than ten (10) days' prior notice by LessorWithin 10 business days after Landlord’s request, Lessee Tenant shall execute, acknowledge execute and deliver to the Lessor Landlord a statement commercially reasonable estoppel certificate in favor of the Lessee in writing certifying (i) the Rentable Area of the Premises, (ii) the Commencement Date and Termination Date of this Lease, (iii) the Base Rental and Base Rental Adjustment (additional rent such parties as set forth in Paragraph 5 of this Lease), (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same are in full force and effect as modified and stating the modifications, (v) whether or not the Lessor is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Lessee has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rent, (viii) that Lessee has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, and (ix) such other matters as Lessor Landlord may reasonably requestdesignate, it being intended that any such statement may be relied upon by any including current and prospective purchaser, lessee, mortgagee or assignee of any mortgage of the Building or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, Security Holders and IMPROVEMENTSprospective purchasers.