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 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 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 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 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 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 Project, 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 within ten (10) days' 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 notice by Lessorlien, Lessee then this Lease shall executebe deemed to be prior in lien to such ground lease, acknowledge and mortgage or trust deed. Tenant shall within ten (10) days of request 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 effectLandlord, 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 to 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, subletparty providing financing to Landlord, 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 to a prospective purchaser, lesseeinformation reasonably required by such party, mortgagee 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 Lease without further notice or assignee cure period. If Tenant does not deliver any subordination or estoppel certificate within the time limited herein, then in addition to any other right or remedy of Landlord, Tenant hereby appoints Landlord as its attorney-in-fact to execute and deliver any mortgage of the Building such subordination or of the Lessor's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTSestoppel certificate on Tenant’s behalf.

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 Project, 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 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 notice by Lessorlien, Lessee then this Lease shall executebe deemed to be prior in lien to such ground lease, acknowledge and mortgage or trust deed. Tenant shall, within ten (10) business days of request, 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 effectLandlord, or if there to any party providing financing to Landlord, or to a prospective purchaser, information reasonably required by such party, including without limitation current financial statements (only to the extent such statements have been modificationsprovided to the SEC if Tenant is a publicly traded company) and estoppel certificates in a form satisfactory to such party. Any such subordination or estoppel certificate, 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 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 Project or Landlord’s interest therein. ALTERATIONSLandlord shall provide to Tenant with a subordination and non-disturbance agreement from Landlord’s current (as of the date this Lease is executed by Landlord) lender within ten (10) business days following the execution of this Lease by Landlord. Such subordination and non-disturbance agreement shall be on the lender’s standard form (the “Form SNDA”), ADDITIONSattached hereto as Exhibit “G” and incorporated herein by this reference. Upon receipt of a written request from Tenant, and IMPROVEMENTSLandlord shall use commercially reasonable efforts to obtain a non-disturbance agreement in Tenant’s favor from any subsequent lender on such lender’s standard form, provided that if such non-disturbance agreement is not received then Tenant shall not be obligated to deliver a subordination agreement to such lender.

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 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.

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. 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 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 Project, 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' 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 ten (10) 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 Lease without further notice by Lessoror cure period. If Tenant does not deliver any subordination or estoppel certificate within the ten (10) 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 LessorProject or Landlord's interest therein. ALTERATIONS, ADDITIONS, and IMPROVEMENTS.