Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.

SUBORDINATION; ESTOPPEL CERTIFICATES. This 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 all existing and future ground or underlying leasesfirst deeds of trust, mortgages, trust deeds and other encumbrances against the Building or Project, security instruments and to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements extensions thereof (eachthe "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 Agreement”)Documents, and all advances made upon then, during the security of such mortgages or trust deeds, unless in each case the holder term of such Security Agreement (eachDocuments, Lessee shall deliver to the holder or holders of all Security Documents a “Security Holder”) requires 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 writing that this Lease be superior theretofor curing such defaults by Lessor and, provided that Landlord shall use commercially reasonable efforts to obtain except with the agreement of any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment prior written consent of the Premises under 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, so long as Tenant is not in Default hereunder. Upon any termination or foreclosure (or any delivery The provisions of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, this Paragraph shall attorn, without deduction or setbe self-off, to the Security Holder or purchaser or any successor thereto operative and shall recognize such party as not require further agreement by Lessee; however, at the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlordof Lessor, Tenant Lessee shall execute such further instruments documents as Landlord may reasonably deem necessary be required or requested to evidence and set forth for the subordination or superiority benefit of this Lease to the holder of any Security AgreementDocuments the obligations of Lessee hereunder. Tenant waives At any right it may have under Law time and from time to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder time upon a foreclosure. Within 10 business days after Landlord’s requestnot less than ten (10) days' prior notice by Lessor, Tenant Lessee shall execute execute, acknowledge and deliver to Landlord the Lessor a commercially reasonable estoppel certificate statement of the Lessee in favor 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 parties 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 Landlord Lessor may reasonably designaterequest, including current 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 prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.IMPROVEMENTS

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto; provided, provided however, that Landlord shall use commercially reasonable efforts for any Security Agreement subsequent to obtain the date hereof, Tenant’s agreement to subordinate this Lease thereto is conditioned upon Tenant’s receipt of any future a subordination, non-disturbance and attornment agreement (“SNDA”) in such Security Holder, in a commercially reasonable ’s standard 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 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default timely pays the Rent and otherwise performs its obligations hereunder, all pursuant to the terms of the SNDA, if applicable. Within 10 business 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. The Notwithstanding the 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 “Additional ProvisionsMortgagee” attached hereto shall mean the holder of a mortgage or deed of trust recorded against the Property as Exhibit F are incorporated herein of the date hereof. Landlord may satisfy the “reasonable efforts” requirement by this reference merely making written request of the Mortgagee and made such reasonable efforts standard 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. 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 part hereofnon-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This Lease shall be lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all existing present and future ground underlying leases of the Building, and to all of the provisions, obligations and requirements thereunder, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or underlying leaseson the Building, mortgages, trust deeds and other encumbrances against the Building or Project, including all renewalsmodifications, extensions, modificationssupplements, consolidations and replacements thereof (each, a “Security AgreementMortgages”), and all advances made upon under any Mortgage. This Section is self-operative and no further instrument of subordination is required. Tenant will, 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. Notwithstanding anything herein to the security contrary, and without limitation, (a) this lease is subject to a lease currently in effect for the Building (“Superior Lease”) between Landlord and 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 such mortgages any of known obligations under the Superior Lease, (c) Tenant will not pay Rent or trust deedsother sums under the lease for more than one month in advance, unless (d) Tenant will give to Superior Lessor, at the address indicated above and otherwise in each case the holder of such Security Agreement (eachmanner specified in the Superior Lease, a “Security Holder”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 (e) requires in writing that the event of the termination or expiration of this Lease prior to the stated expiration date of the Superior Lease, at the election of the Superior Lessor, Tenant will be superior thereto, provided that Landlord shall use commercially reasonable efforts obligated to obtain attorn to and recognize the agreement of any future Security HolderSuperior Lessor as the landlord under this lease, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment of the Premises under which event this Lease, so long as Tenant is not in Default hereunder. Upon any termination or 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 and that this Lease lease will continue in full force and effect as a direct lease between such party the Superior Lessor and Tenant, upon all the terms and conditions of the lease, except as hereinafter provided. Section 12.2 If any act or omission of Landlord gives Tenant so long as the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant will not exercise 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 not Landlord’s failure to substantially complete a repair within the time periods provided in Default hereunder. Within 10 days after request by 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 shall execute notice of its intention to remedy such further instruments act or omission. As at the Commencement Date, the Mortgagee is Citibank, N.A., and its successors and assigns. Section 12.3 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 the successor, Tenant will attorn to the successor as Landlord may reasonably deem necessary Tenant’s landlord under this lease, and will, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the subordination or superiority attornment. Upon such attornment, this lease will continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this Lease lease, except that the successor will not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any Security Agreement. 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, or (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. Section 12.4 If any Mortgagee or Superior Landlord requires any modifications of this lease, or that any Mortgage or Superior Lease be subordinate to this lease, Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or will, within 15 days following Tenant’s obligations hereunder upon receipt of a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute 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. Section 12.5 Landlord and Tenant will, at any time and from time to time, within 15 days following its receipt of a commercially reasonable estoppel certificate request from the other party, sign, acknowledge and deliver to the requesting party or any other person designated by that party a certification (a) that this lease is in favor full force and effect and has not been modified (or, if modified, setting forth all modifications), (b) the date to which the Rent has been paid, (c) stating whether or not, to the best of such parties as 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 under this lease, and if so, setting forth the specific nature of same, and (d) to the best of its knowledge, any other factual matters reasonably requested by the other party or any person designated by the other party. Any certification delivered pursuant to this Section may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein be relied upon by this reference and made a part hereofthe requesting party or any other person designated by the other party.

SUBORDINATION; ESTOPPEL CERTIFICATES. 10.1 This Lease shall be lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all existing present and future ground or underlying leasesleases of the Building, mortgages, trust deeds and other encumbrances against the Building or Project, including all renewals, extensions, modifications, consolidations extensions and replacements thereof (each“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, a including all modifications, extensions, supplements, consolidations or replacements thereof (“Security AgreementMortgages”), and all advances made upon the security under any Mortgage. This Section 10.1 is self-operative and no further instrument of such mortgages or trust deedssubordination is required. Tenant shall, unless in each case the holder of such Security Agreement within fifteen (each15) Business Days following Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any Landlord under a Superior Lease (“Security HolderSuperior Landlord”) requires in writing or any mortgagee under a Mortgage (“Mortgagee”) may reasonably request to evidence that subordination. 10.2 If any Mortgagee or Superior Landlord (or designee thereof) succeeds to the rights of Landlord under this Lease be superior theretolease, provided that Landlord then at the request of the successor, Tenant shall use commercially reasonable efforts attorn to obtain the agreement of any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb successor as Tenant’s possession landlord under the lease, and quiet enjoyment shall, within fifteen (15) Business Days of Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the Premises under this Lease, so long as Tenant is not successor in Default hereunderinterest reasonably requires to evidence the attornment. Upon any termination or foreclosure (or any delivery of a deed such attornment, this lease shall continue 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 full force and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy and that this Lease will continue effect as a direct lease between such party the successor in interest and Tenant so long as Tenant is on all 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 for in Default hereunder. Within 10 days this lease; (c) bound by any modification of this lease made after request the date of the Mortgage or the Superior Lease in question, or by Landlordany prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or Superior Landlord in question; or (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. 10.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, or that any Mortgage or Superior Lease be subordinate to this lease, 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 shall, within fifteen (15) Business Days following Tenant’s obligations hereunder upon receipt of a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute sign, acknowledge and deliver to Landlord, instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not adversely affect Tenant) or that subordination. 10.4 Landlord and Tenant shall, at any time and from time to time, within fifteen (15) Business Days following its receipt of a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designaterequest from the other party, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.sign, acknowledge

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This Lease shall be lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all existing present and future ground underlying leases of the Building, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or underlying leaseson the Building, mortgages, trust deeds and other encumbrances against the Building or Project, including all renewalsmodifications, extensions, modificationssupplements, consolidations and replacements thereof (each, a “Security AgreementMortgages”), and all advances made upon the security under any Mortgage. This Section is self-operative and no further instrument of such mortgages or trust deedssubordination is required. Tenant shall, unless in each case the holder within 15 days following receipt of such Security Agreement Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (each, a “Security HolderSuperior Landlord”) requires in writing or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. Section 12.2 If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this Lease be superior theretolease, provided or to claim a partial or total eviction, Tenant shall not exercise 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 right until (a) Tenant gives notice of the Premises 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 Section 12.3 If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this Leaselease, so long then at the request of the successor, Tenant shall attorn to the successor as Tenant is not in Default hereunderXxxxxx’s landlord under this lease, and shall, within 15 days following Xxxxxx’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon any termination or foreclosure (or any delivery of a deed such attornment, this lease shall continue 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 full force and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy and that this Lease will continue effect as a direct lease between such party the successor and Tenant so long as Tenant is 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 Default hereunder. Within 10 days this lease, (c) bound by any modification of this lease made after request the date of the Mortgage or the Superior Lease in question, or by Landlordany 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 return of any Security except to the extent the Security was received by the successor. Section 12.4 If any Mortgagee or Superior Landlord requires any modifications of this lease, or that any Mortgage or Superior Lease be subordinate to this lease, 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 shall, within 15 days following Tenant’s obligations hereunder upon receipt of a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute 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. Section 12.5 Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a commercially reasonable estoppel certificate request from the other party, sign, acknowledge and deliver to the requesting party or any other person designated by that party a certification (a) that this lease is in favor full force and effect and has not been modified (or, if modified, setting forth all modifications), (b) the date to which the Rent has been paid, (c) stating whether or not, to the best of such parties as 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 under this lease, and if so, setting forth the specific nature of same, and (d) to the best of its knowledge, any other factual matters reasonably requested by the other party or any person designated by the other party. Any certification delivered pursuant to this Section may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein be relied upon by this reference and made a part hereofthe requesting party or any other person designated by the other party.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon requestrequest made in writing by the foreclosing Security Holder, or purchaser or any successor to a Security Holder who acquires title to the Building or Project pursuant to such termination or foreclosure of a Security Agreement (each, a “Successor Landlord”), shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto such Successor Landlord and shall recognize such party Successor Landlord as the lessor hereunder provided that such party Successor Landlord agrees in such request to comply with the obligations of Landlord pursuant to this Lease and not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between (nor permit any such party and Tenant disturbance by anyone claiming any interest in the Premises through the Successor Landlord) so long as Tenant is not in Default hereunderhereunder beyond the expiration of the cure period, if any, applicable to such Tenant Default. Within 10 days after request by Landlord’s request, 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 , provided that such instrument expressly states that the Successor Landlord pursuant to terminate or otherwise adversely affect such Security Agreement shall comply with the obligations of Landlord pursuant to this Lease or and not disturb Tenant’s obligations 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 upon a foreclosurebeyond the expiration of the cure period, if any, applicable to such Tenant Default. 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof, which estoppel certificate shall be limited to factual information within Tenant’s actual knowledge only.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Section 13.1. Subject to the provisions of Section 13.4, the rights and interests of 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 Land and Improvements are and shall be subject in all respects subject, subordinate and subordinate inferior to any Mortgage (and any other loan documents executed and/or delivered in connection with such Mortgage), and to the liens, security interests and all existing other rights and future ground interests created or underlying leasesto be created therein or thereby for the benefit of Mortgagee, mortgagesand securing the repayment of the debt secured by any such Mortgage, trust deeds including, without limitation, those created under the Mortgage covering, amount other things, the Land and other encumbrances against Improvements, and filed or to be filed of record in the Building or Projectpublic records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, modificationsincreases, consolidations supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage and the loan documents executed in connection therewith had been executed and delivered and the Mortgage recorded prior to the execution and delivery of this Lease. At its option and in its sole discretion, Mortgagee may elect to give the rights and interest of Tenant and the Lease priority over the lien of the Mortgage. In the event of such election, the rights and interest of Tenant under the Lease automatically shall have the priority over the lien of the Mortgage and no additional consent or instrument shall be necessary or required. Tenant agrees to execute and deliver whatever instruments may be reasonably requested by Mortgagee for the purposes of this Section 13.1, and in the event that Tenant fails to do so after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in its name, place and stead so to do. Section 13.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (eacha) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a “Security Agreement”reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be more than thirty (30) days longer than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and all advances made upon such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 13.2, such cure periods shall run concurrently, not consecutively. Section 13.3. If a Mortgagee or Superior Lessor shall succeed to the security rights of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) 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 whether through possession or foreclosure (action or any delivery of a deed in lieu new lease or deed, then at the request of foreclosuresuch party so succeeding to Landlord’s rights (“Successor Landlord”) of any Security Agreementand upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such party as the lessor hereunder provided that attornment. Upon such party agrees not to disturb Tenant’s occupancy and that attornment this Lease will shall continue in full force and effect as, or as if it were, a direct lease between such party Successor Landlord and Tenant so long upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (i) be liable for any previous act or omission of Landlord under this Lease (provided that nothing contained herein shall be deemed to relieve any Successor Landlord of any liability arising by reason of such Successor Landlord’s acts or omissions occurring after the date such Successor Landlord succeeds to Landlord’s interest under this Lease); (ii) be subject to any offset which shall have theretofore accrued to Tenant is against Landlord; or (iii) be bound by any previous modification of this Lease, not expressly provided for in Default hereunderthis Lease, or by any previous prepayment of more than one month’s Fixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Successor Landlord. Section 13.4. Within 10 days after request by LandlordNotwithstanding the foregoing provisions of this Article 13, Tenant shall execute such further instruments as Landlord may reasonably deem necessary a condition to evidence the subordination or superiority of Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any Security existing or future Mortgages or Superior Leases, Landlord shall deliver to Tenant for execution and acknowledgment a Non-Disturbance Agreement from the Mortgagee or Superior Lessor, as applicable, under each Mortgage and Superior Lease. A “Non-Disturbance Agreement” shall mean a subordination, attornment and non-disturbance agreement duly executed and acknowledged by a Mortgagee or a Superior Lessor, as the case may be, and by Landlord, in form acceptable for recording in each of the States in which the Premises are located, and (a) in the form attached as Exhibit F to this Lease, in the case of the existing Mortgagee, and (b) as to future Mortgagees and Superior Lessors, in the form customarily employed by such Mortgagee or Superior Lessor and reasonably satisfactory to Tenant, provided that in no event shall any such Non-Disturbance Agreement materially increase the obligations or materially decrease the rights of Tenant under this Lease. Tenant waives any right it may have under Law agrees to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s requestexecute, Tenant shall execute acknowledge and deliver to Landlord a commercially reasonable estoppel certificate in favor of any such parties as Non-Disturbance Agreement promptly after delivery by Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofor any Mortgagee or Superior Lessor.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Tenant accepts this Lease shall be subject and subordinate to all existing and future covenants, conditions, restrictions, easements, ground or underlying leases, mortgagesmortgages or deeds of trust or liens now or subsequently arising upon the Leased Premises, trust deeds and other encumbrances against the Building or Project, all to renewals, extensions, modifications, consolidations refinancings and replacements extensions thereof (eachcollectively referred to as a “Mortgage”). The party having the 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 Mortgagee. As an alternative, a “Security Agreement”)Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. No subordination to any future Mortgage shall permit material interference with Tenant’s rights hereunder, and all advances made upon any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the security tenant of such mortgages or trust deedsthe 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, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially good faith and reasonable efforts to obtain the a non–disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of any future Security Holderagreement. “Reasonable efforts” of Landlord shall not require Landlord to incur substantial cost, in a commercially reasonable form, that expense or liability to obtain 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 hereunderagreement. Upon any termination or foreclosure (or any delivery request 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as the Mortgagee’s form of non–disturbance, subordination and attornment agreement and return the same to Landlord may reasonably deem necessary for execution by the Mortgagee. Landlord’s failure to evidence obtain a non–disturbance, subordination and attornment agreement for Tenant shall have no effect on the subordination rights, obligations and liabilities of Landlord and Tenant or superiority of be considered to be a default by Landlord hereunder, or provide Tenant any basis to terminate this Lease to any Security AgreementLease. 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 shall, within thirty (30) days after receipt of a written request from Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such to those parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may reasonably designateinclude a certification as to the status of this Lease, including current the existence of any defaults and prospective Security Holders the amount of Rent that is due and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofpayable; provided, however, that Landlord shall supply such information.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery of a deed in lieu lien 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 and agree to continue this Lease as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees not to disturb recognize Tenant’s occupancy rights as tenant hereunder and that continue this Lease will continue lease as a direct lease between such party party, as landlord, and Tenant so long 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 extent it was received by such party, or (B) any act, omission, representation, warranty of default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant is not might have against any prior landlord (including Landlord); provided further, however, that nothing in Default hereunderthe preceding clauses (ii)(B) or (iii) shall limit the liability of such party for any default by such prior landlord to the 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 repair of any defect in any Leasehold Improvements or other improvements to the Building, or (y) a failure to disburse, pay or reimburse any funds to Tenant). 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. 17.2 Notwithstanding Section 17.1. Tenant’s agreement to subordinate this Lease to a future Security Agreement shall not be effective unless Landlord has provided Tenant with a commercially reasonable non-disturbance agreement from the Security Holder. For purposes of the preceding sentence, a non-disturbance agreement shall not be deemed commercially reasonable unless it provides that: (a) so long as no Default exists, this Lease and Tenant’s right to possession hereunder shall remain in full force and effect; (b) the Security Holder shall have additional time (not to exceed 90 days after written notice from Tenant) to cure any default of Landlord; and (c) neither the Security Holder nor any successor in interest shall be (i) bound by (A) any payment of Rent for more than one (1) month in advance, or (B) any amendment of this Lease made without the written consent of the Security Holder or such successor in interest; (ii) liable for (A) the return of any security deposit, letter of credit or other collateral, except to the extent it was received by the Security Holder, or (B) any act, omission, representation, warranty or 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, however, that nothing in the preceding clauses (c)(ii)(B) or (c)(iii) shall limit the liability of the Security Holder or such successor in interest for any default by such prior landlord to the extent it continues following the acquisition of such prior landlord’s interest hereunder by the Security Holder or such successor in interest, unless such default consists of (x) a breach of an obligation relating to the design, construction, or repair of any defect in any Leasehold Improvements or other improvements to the Building, or (y) a failure to disburse, pay or reimburse any funds to Tenant. 17.3 The parties acknowledge that before entering into this Lease Landlord has provided to Tenant the standard form of SNDA used by Landlord’s existing Security Holder (“Additional Provisions” attached hereto Existing Security Holder”), Promptly upon receiving Tenant’s written comments to such form of SNDA. Landlord shall forward the same to Existing Security Holder, request Existing Security to execute the SNDA, and provide Tenant with the contact information for Existing Security Holder’s attorney. Tenant shall promptly reimburse Landlord for (or, upon Landlord’s request, promptly pay directly to Existing Security Holder or its attorney, as Exhibit F are incorporated herein by this reference the case may be) all expenses and made a part hereofcosts, including attorney’s fees, that Landlord becomes required to pay to Existing Security Holder in connection with any negotiation, preparation execution or delivery of such SNDA.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This Lease shall be Lease, and the rights of Tenant under this Lease, are subject and subordinate in all respects and to all existing present and future ground or underlying leasesmortgages on the Building, mortgages, trust deeds and other encumbrances against the Building or Project, including all renewalsmodifications, extensions, modificationssupplements, consolidations and replacements thereof (each, a “Security AgreementMortgages”), and all advances made upon under any Mortgage, provided the security Tenant receives a reasonable “non-disturbance agreement” from any Mortgagee in respect of such mortgages whose Mortgage this Lease is subordinated. This Section is self-operative and no further instrument of subordination is required. Provided Tenant receives the aforesaid non-disturbance agreement from the Mortgagee, Tenant shall, within fifteen (15) days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord or trust deeds, unless in each case the holder of such Security Agreement any mortgagee under a Mortgage (each, a “Security HolderMortgagee”) requires in writing may reasonably request to evidence that this Lease be superior thereto, provided that subordination. Section 12.2 Landlord shall use make commercially reasonable efforts at the request of Tenant to obtain for the agreement benefit of any future Security HolderTenant a subordination, non-disturbance and attornment agreement, from the party seeking to obtain such subordination or attornment, in a commercially reasonable formform mutually satisfactory to the parties. Such subordination, that such Security Holder not disturb non-disturbance and attornment agreement shall be in recordable form and may be recorded on title to the Lands at Tenant’s possession election and quiet enjoyment expense. Section 12.3 If any Mortgagee succeeds to the rights of the Premises Landlord under this Lease, so long then at the request of the successor, Tenant shall attorn to the successor as Tenant is not in Default hereunderTenant’s landlord under this Lease, and shall, within fifteen (15) days following Tenant’s receipt of a written request from said Mortgagee, sign, acknowledge and deliver any instrument that the successor reasonably requests to evidence the attornment. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreementsuch attornment, 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 and that this Lease will shall continue in full force and effect as a direct lease between such party the Mortgagee and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence on all of the subordination or superiority terms of this Lease Lease, except that the Mortgagee shall not be (a) liable for any previous act or omission of Landlord under this Lease, or subject to any Security Agreementoffset not expressly provided in this Lease, or (b) by any prepayment of more than one month’s Rent, unless the prepayment has been approved in writing by the Mortgagee in question. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Upon Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s receipt of an attornment request, Tenant shall execute be entitled to pay the Rent to the Mortgagee and Landlord agrees that it shall have no claim of any nature or kind against Tenant as a result of Tenant paying the Rent in accordance with such notice. Section 12.4 If any Mortgagee requires that any Mortgage be subordinate to this Lease, Tenant shall, within fifteen (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 that subordination. Section 12.5 Landlord and Tenant shall, at any time and from time to time, within fifteen (15) days following its receipt of a commercially reasonable estoppel certificate request from the other party, sign, acknowledge and deliver to the requesting party or any other person designated by that party a certification (a) that this Lease is in favor full force and effect and has not been modified (or, if modified, setting forth all modifications), (b) the date to which the Rent has been paid, (c) stating whether or not, to the best of such parties as 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 under this Lease, and if so, setting forth the specific nature of same, and (d) to the best of its knowledge, any other factual matters reasonably requested by the other party or any person designated by the other party. Any certification delivered pursuant to this Section may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein be relied upon by this reference and made a part hereofthe requesting party or any other person designated by the other party.

SUBORDINATION; ESTOPPEL CERTIFICATES. This (a) Tenant accepts this Lease shall be subject and subordinate to the lien or security title of any recorded first mortgage, first-in-priority deed to secure debt or ground lease presently existing or hereafter created upon the Premises or Building, and to all existing recorded restrictions, covenants, easements and future ground agreements with respect to the Office Park, or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)any part thereof, and all advances made upon amendments, modifications and restatements thereof, and all replacements and substitutions therefor. The subordination created hereby is intended to be self-operative and no further instrument shall 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 mortgages or trust deedsexisting recorded restrictions, unless in each case covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the holder purpose of executing, acknowledging and delivering any such Security Agreement (each, a “Security Holder”) requires in writing 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 such Mortgagee and, upon notification to Tenant by such Mortgagee, this Lease shall be superior theretodeemed to have priority over such mortgage or deed to secure debt, provided that regardless of the date of this Lease. If the interest of Landlord under this Lease shall use commercially reasonable efforts to obtain the agreement be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment of 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, so long Tenant shall be bound to the transferee (sometimes hereinafter referred to as the "Purchaser"), at the option of the Purchaser, 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 is 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 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 in Default hereunderincrease the Rent, materially increase Tenant's obligations, or materially and adversely affect Tenant's rights under this Lease. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreementsuch attornment, 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 and that this Lease will shall continue in full force and effect as a direct lease between such party Purchaser and Tenant so long upon all the terms, conditions and covenants set forth in this Lease, except 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, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (C) bound by any prepayment of more than one (1) 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 to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) 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 repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (F) bound by any modification, amendment or renewal of this Lease made without Purchaser's consent; (G) liable for the repayment of any 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 payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (b) Tenant is not in Default hereunder. Within 10 shall, from time to time, within ten (10) days after request by from Landlord, or from any Mortgagee or lessor of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to the extent true, that this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which Rent has been paid; that Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence has accepted possession of the subordination or superiority Premises and that any improvements required by the terms of this Lease to any be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Agreement. Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant waives any right it may have is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under Law to terminate or otherwise adversely affect this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant’s obligations hereunder upon a foreclosure, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any Mortgagee or lessor of Landlord. Within 10 business If Tenant fails to so execute, acknowledge and deliver such certificate within ten (10) days after request from Landlord’s request, or any Mortgagee or lessor of Landlord, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf. Tenant hereby appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering such certificate. Such power of attorney is coupled with an interest and shall execute and deliver be irrevocable. Any such certificate may be relied upon by Landlord, any Mortgagee or lessor of Landlord, any beneficiary, purchaser or prospective purchaser of the Building or any interest therein, or by anyone to Landlord a commercially reasonable estoppel certificate in favor of such parties as whom Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofprovide said certificate.

SUBORDINATION; ESTOPPEL CERTIFICATES. This At the request of a Security Holder (defined below), and subject to the provisions of this Section 17, this Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Notwithstanding the foregoing, provided that Landlord shall use commercially reasonable efforts Tenant’s agreement to obtain the agreement of any subordinate this Lease to a future Security Holder, in Agreement shall not be effective unless Landlord has provided Tenant with a commercially reasonable form, that such subordination and non-disturbance agreement from the Security Holder not disturb Tenant’s possession and quiet enjoyment of the Premises under this Lease, so long as Tenant is not in Default hereunderHolder. Upon any termination or 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, attorn to the 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 not agrees, subject to disturb the terms of a commercially reasonable subordination and non-disturbance agreement, to recognize Tenant’s occupancy rights as tenant hereunder and that continue this Lease will continue lease as a direct lease between such party party, as landlord, and Tenant so long Tenant, as Tenant is not in Default hereundertenant. Within 10 ten (10) business days after request by Landlord, Tenant shall execute such further instruments 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 AgreementAgreement 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 10 ten (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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) This Lease shall be subject and subordinate to at all existing and future times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Property or any portion thereof; (ii) the lien of any mortgage or other security instrument that may now exist or hereafter be executed in any amount for which the Property or any portion thereof, any ground leases or underlying leases, mortgagesor Landlord’s interest or estate therein is specified as security; and (iii) all modifications, trust deeds and other encumbrances against the Building or Project, all renewals, extensionssupplements, modificationsconsolidations, consolidations and replacements thereof thereof. The provisions of this Section shall be self-operative and no further instrument shall be required to effect the provisions of this Section. (eachb) If any ground lease or underlying lease terminates for any reason or any mortgage, deed of trust, or other security instrument is foreclosed or a “Security Agreement”)conveyance in lieu of foreclosure is made for any reason, Tenant, notwithstanding any subordination, shall attorn to and all advances made upon become the security tenant of the successor in interest to Landlord at the option of such mortgages successor in interest. If any mortgage, deed of trust, or trust deedsother security agreement is foreclosed, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that or Landlord’s interest under 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 conveyed or foreclosure (or any delivery of a deed transferred in lieu of foreclosure) , neither the mortgagee, beneficiary, nor any person or entity acquiring title to the Property as a result of foreclosure or trustee’s sale, nor any Security Agreement, Tenant, upon requestsuccessor or assign of either of the foregoing, shall attorn, without deduction be: (i) liable for any default by Landlord; (ii) bound by or set-off, liable for any payment of Rent which may have been made more than five (5) days before the due date of such installment; (iii) subject to any defense or offset which Tenant may have to the Security Holder payment of Rent 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 and that other performance under this Lease will continue as arising from any default by Landlord; or (iv) bound by any amendment or modification to this Lease made without the consent of such mortgagee if the consent of such mortgagee or beneficiary thereto is required. (c) Within three (3) business days following a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant agrees to execute any documents reasonably required to effectuate the foregoing subordination or such other reasonable and customary subordination, non-disturbance, and attornment agreement submitted by Landlord to Tenant, which documents may contain such other terms as any mortgagee or prospective mortgagee may reasonably require, or to make this Lease prior to the lien of any mortgage, deed of trust, or underlying lease, as the case may be. (d) Tenant agrees to simultaneously give to any party holding a mortgage, deed of trust, or other security agreement encumbering the Property, by registered or certified mail, a copy of any notice of default served upon Landlord, provided Tenant has been notified in writing of the names and addresses of such mortgagee(s) and such parties shall execute such further instruments have the same cure rights as Landlord may reasonably deem necessary has under this Lease. (e) Tenant, at any time and from time 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 time, within seven (7) days after written request from the Landlord’s request, Tenant shall execute execute, acknowledge and deliver to Landlord a commercially reasonable the other party, addressed to the other party and any prospective purchaser, ground or underlying lessor, or mortgagee or beneficiary of any part of the Property, an estoppel certificate in favor form and substance reasonably designated by the other party. It is intended that any such certificate may be relied upon by the party receiving same and any prospective purchaser, investor, ground or underlying lessor, or mortgagee or deed of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a trust beneficiary of all or any part hereofof the Property.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default timely pays the Rent and otherwise performs its obligations hereunder. Within 10 ten (10) business days after following a request in writing by Landlord or Tenant, the recipient (the “Recipient”) shall execute, acknowledge and deliver to the 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 Project, or any portion thereof, or any assignee or sublessee, indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by the Requesting Party or Landlord’s mortgagee or prospective mortgagee or Tenant’s Transferee, Tenant as the case may be. Landlord shall execute use commercially reasonable efforts to obtain a similar estoppel certificate from the Master Lessee upon Tenant’s request. Any such further instruments as Landlord certificate may reasonably deem necessary be relied upon by any prospective mortgagee or purchaser of all or any portion of the 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 evidence the subordination or superiority of Tenant’s obligation to subordinate this Lease to any future 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 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 commercially reasonable current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if 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 deliver 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 favor of such parties as Landlord may reasonably designatethe estoppel certificate are true and correct, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofwithout exception.

SUBORDINATION; ESTOPPEL CERTIFICATES. This (a) Tenant accepts this Lease shall be as subject and subordinate to any recorded mortgages, deeds to secure debt, deeds of trust, ground leases and other similar security instruments (each, a “Mortgage”) and encumbrances presently existing or hereafter created upon the Premises or Building, and all other encumbrances and matters of public record applicable to the Building or Office Park or any part thereof presently existing and future or hereafter created, including without limitation, any reciprocal easement or operating agreements, ground or underlying leases, mortgagescovenants, trust deeds conditions and other encumbrances against the Building or Projectrestrictions, and to all renewalsamendments, extensions, modifications, consolidations modifications and replacements thereof (each, a “Security Agreement”)restatements thereof, and all advances made upon the security replacements and substitutions therefor. The subordination created hereby is self-operative and no further instrument shall be required to effect such subordination of this Lease. Nevertheless, Tenant agrees to execute such mortgages or trust deeds, unless in each case the documents as Landlord may request to evidence such subordination within ten (10) days after Landlord’s request therefor. Any holder of such Security Agreement a Mortgage (each, a “Security HolderMortgagee”) requires in writing may elect that this Lease shall have priority over its Mortgage. If the interest of Landlord under this Lease shall be superior theretotransferred by reason of exercise of a power of sale, provided that Landlord shall use commercially reasonable efforts to obtain the agreement foreclosure or other proceeding for enforcement of any future Security HolderMortgage, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment or if the lessor under any ground lease succeeds to the interest of the Premises Landlord under this Lease, so long then, at the option of such transferee (“Purchaser”), Tenant shall be bound to the Purchaser under the terms, covenants and conditions of this Lease, and Tenant shall attorn to such Purchaser 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 is not in Default hereundershall promptly execute and deliver any instrument that such Purchaser may reasonably request evidencing such attornment. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreementsuch attornment, 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 and that this Lease will shall continue in full force and effect as a direct lease between such party Purchaser and Tenant so long upon all the terms, 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) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by Landlord under this Lease, and (B) repairs to the Premises as Tenant is not in Default hereunder. Within 10 days after request a result of damage by Landlordfire or other casualty or a partial condemnation pursuant to the provisions of this Lease, Tenant shall execute but only to the extent that such further instruments as Landlord may repairs can reasonably deem necessary be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to evidence the subordination such Purchaser; (vi) bound by any modification, amendment or superiority renewal of this Lease to made without Purchaser’s consent; (vii) liable for the repayment of any Security Agreement. 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 payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (b) Landlord and 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 shall each, within ten (10) days after Landlord’s requestreceipt of a written request from the other, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such to those parties as Landlord are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may reasonably designateinclude a certification as to the status of this Lease, including current the existence of any defaults and prospective Security Holders the amount of Rent that is due and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofpayable.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds, deeds to secure debt, and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security AgreementAgreement (a “Succession”), 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 (the “Successor”) as the lessor hereunder provided that such party if the Successor agrees not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, 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 extent arising after the Succession and to the extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or defenses that Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which the Security Holder’s consent is required, but has not in Default hereunderbeen obtained, under the Security Agreement, or (v) any obligation hereunder to maintain a fitness facility at the Building. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to confirm such attornment and 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. 17.2 The parties acknowledge that before entering into this Lease Landlord has provided to Tenant the standard form of SNDA used by Landlord’s existing Security Holder (“Existing Security Holder”). The “Additional Provisions” attached hereto Promptly upon receiving Tenant’s written comments to such form of SNDA, Landlord shall forward the same to Existing Security Holder and provide Tenant with the contact information for Existing Security Holder’s attorney. Tenant, promptly after receiving an invoice therefor, shall reimburse Landlord for (or, upon Landlord’s request, promptly pay directly to Existing Security Holder or its attorney, as Exhibit F are incorporated herein by this reference the case may be) any fixed administrative or review fee (not to exceed[*]) and made a part hereofany reasonable attorney’s fees that Landlord becomes required to pay to Existing Security Holder in connection with any negotiation, preparation, execution or delivery of such SNDA.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 1: This Lease shall be is subject and subordinate to the lien, provisions, operation and effect of all existing and future ground or underlying leases, mortgages, trust deeds of trust, ground leases or other security instruments which may now or hereafter encumber the Premises or the Land (individually, “Mortgage” and other encumbrances against the Building or Projectcollectively, “Mortgages”), to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, consolidations recastings or refinancings thereof. The holder of any Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and replacements thereof (each, a “Security Agreement”), and all advances made upon the security effect of such mortgages Mortgage and Tenant shall execute, acknowledge and deliver all confirming documents required by such holder. Section 2: In confirmation of the foregoing subordination, Tenant shall at Landlord’s request promptly execute any reasonable document which is requisite or trust deeds, unless in each case appropriate. At the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts to obtain the agreement request of any future Security Holderpurchaser at foreclosure, in a commercially reasonable form, that Tenant shall attorn to 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 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 purchaser as the lessor hereunder provided that landlord under this Lease if such party purchaser agrees to be bound as Landlord hereunder. Upon such attornment such purchaser shall not be (a) bound by any payment of the Base Rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to disturb Tenant’s occupancy any offsets or defenses which Tenant might have against any prior landlord. Within twenty (20) days after receipt, Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant which is requisite or appropriate confirming such attornment. Section 3: From time to time upon twenty (20) days’ prior written notice, Tenant and each subtenant, assignee or occupant of Tenant shall execute, acknowledge and deliver to Landlord and any designee of Landlord a written statement certifying: (a) that this Lease will continue is unmodified and in full force and effect (or that this Lease is in full force and effect as a direct lease between such party modified and Tenant so long as Tenant stating the modifications); (b) the dates to which rent and any other charges have been paid; (c) that Landlord is not in Default hereunder. Within 10 days after request by Landlord, default in the performance of any obligation (or specifying the nature of any default); (d) the address to which notices are to be sent; (e) that this Lease is subject and subordinate to all Mortgages; (f) that Tenant shall execute has accepted the Premises and all work thereto has been completed (or specifying the incomplete work); and (g) such further instruments other matters as Landlord may reasonably deem necessary to evidence request. Any such statement may be relied upon by any owner of the subordination Premises or superiority the Land, any prospective purchaser of this Lease to the Premises or the Land, the holder or prospective holder of a Mortgage or any Security Agreement. Tenant waives any right it may have under Law to terminate other person 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofentity.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 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 at foreclosure or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default timely pays the Rent and otherwise performs its obligations hereunder. Within 10 business days after request by Landlord’s request, 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. 17.2 Notwithstanding Section 17.1, Tenant’s agreement to subordinate this Lease to a future Security Agreement shall not be effective unless Landlord has provided Tenant with a commercially reasonable non-disturbance agreement from the Security Holder. 17.3 The parties acknowledge that before entering into this Lease Landlord has provided to Tenant the standard form of SNDA used by Landlord’s existing Security Holder (“Existing Security Holder”). The “Additional Provisions” attached hereto Promptly upon receiving Tenant’s written comments to such form of SNDA, Landlord shall forward the same to Existing Security Holder and provide Tenant with the contact information for Existing Security Holder’s attorney. Tenant shall promptly reimburse Landlord for (or, upon Landlord’s request, promptly pay directly to Existing Security Holder or its attorney, as Exhibit F are incorporated herein by this reference the case may be) all attorney’s fees and made a part hereofcosts (as distinguished from any fixed administrative or review fee payable to Existing Security Holder) that Landlord becomes required to pay to Existing Security Holder in connection with any negotiation, preparation, execution or delivery of such SNDA, but only to the extent that such fees and costs exceed $1,000.00.

SUBORDINATION; ESTOPPEL CERTIFICATES. This 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. Tenant further agrees to execute and 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 subject deemed prior to such Mortgage without regard to their respective dates of execution and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)delivery, and all advances made upon in that event the security of such mortgages or trust deeds, unless in each case Mortgagee shall have the holder of such Security Agreement (each, a “Security Holder”) requires in writing that same rights with respect to this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts as though it had been executed prior to obtain the agreement of any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession execution and quiet enjoyment delivery of the Premises under this LeaseMortgage. Tenant shall attorn to any foreclosing mortgagee, so long as Tenant is not in Default hereunder. Upon any termination purchaser at a foreclosure sale or foreclosure (by power of sale, or any delivery of a purchaser by deed in lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any Security Agreementconsideration therefor, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or execute and deliver any successor thereto and shall recognize such party as the lessor hereunder provided instrument that such party agrees not successor landlord may request to disturb Tenant’s occupancy and that evidence such attornment. Upon such attornment, this Lease will shall continue in full force and effect as, or as if it were, a direct lease between such party the successor landlord and Tenant so long upon all of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment, except that the successor landlord shall not be bound by any modification of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing or received by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord. Tenant is not in Default hereunder. Within 10 days after request shall provide an estoppel certificate to any person or entity requested 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 within ten (10) days following Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s receipt of such request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of acknowledging such parties customary certifications as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofbe requested.

SUBORDINATION; ESTOPPEL CERTIFICATES. 21.01 This Lease shall be is subject and subordinate to all existing and future ground or leases, underlying leases, and mortgages, trust deeds if any, now or hereafter made, which may now or hereafter affect the Project and other encumbrances against the Building or Project, to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereof extensions of any such ground leases, underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be necessary. Notwithstanding the foregoing, Landlord reserves the right to declare this Lease prior to the lien of any ground lease, underlying lease, or mortgage now or hereinafter placed upon the real property of which the Premises are a part by recording a written notice of such priority with the register of deeds. Tenant covenants and agrees to execute and deliver, within ten (each10) days after requested by Landlord, a “Security Agreement”)such further instrument or instruments subordinating this Lease (or declaring the Lease prior and superior) to any lease or proposed lease or to the lien of any such mortgage or mortgages as shall reasonably be desired by Landlord, any lessor or proposed lessor, and all advances made upon any mortgagees or proposed mortgagees. See Exhibit D, Special Provision D-2. 21.02 In the security of such mortgages event any proceedings are brought for foreclosure of, or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) 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 event of the Premises under this Lease, so long as Tenant is not in Default hereunder. Upon any termination or foreclosure (or any delivery of a conveyance by deed in lieu of foreclosure) foreclosure of, or in the event of the exercise of the power of sale under, any Security Agreementmortgage made by Landlord covering the Premises, Tenant hereby attorns to the new owner, and covenants and agrees to execute any instrument in writing reasonably satisfactory to the new owner, whereby Tenant attorns to such successor in interest and recognizes such successor as Landlord under this Lease. 21.03 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 within ten (10) days after request (at any time or times) 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 will execute and deliver to Landlord a commercially reasonable an estoppel certificate certificate, in favor form reasonably acceptable to Landlord, certifying: (i) to the Commencement Date and expiration date of such parties the Term; (ii) that this Lease is unmodified and in full force and effect, or is in full force and effect as Landlord may reasonably designatemodified, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.stating the modifications; (iii) that Tenant

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) This Lease shall be subject and subordinate to at all existing and future times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Property or any portion thereof; (ii) the lien of any mortgage or other security instrument that may now exist or hereafter be executed in any amount for which the Property or any portion thereof, any ground leases or underlying leases, mortgagesor Landlord's interest or estate therein is specified as security; and (iii) all modifications, trust deeds and other encumbrances against the Building or Project, all renewals, extensionssupplements, modificationsconsolidations, consolidations and replacements thereof thereof. The provisions of this Section shall be self-operative and no further instrument shall be required to effect the provisions of this Section. (eachb) If any ground lease or underlying lease terminates for any reason or any mortgage, deed of trust, or other security instrument is foreclosed or a “Security Agreement”)conveyance in lieu of foreclosure is made for any reason, Tenant, notwithstanding any subordination, shall attorn to and all advances made upon become the security tenant of the successor in interest to Landlord at the option of such mortgages successor in interest. If any mortgage, deed of trust, or trust deedsother security agreement is foreclosed, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that or Landlord's interest under 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 conveyed or foreclosure (or any delivery of a deed transferred in lieu of foreclosure, neither the mortgagee, beneficiary, nor any person or entity acquiring title to the Property as a result of foreclosure or trustee's sale, nor any successor or assign of either of the foregoing, shall be: (i) liable for any default by Landlord; (ii) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment; (iii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease arising from any default by Landlord; or (iv) bound by any amendment or modification to this Lease made without the consent of such mortgagee if the consent of such mortgagee or beneficiary thereto is required. (c) Within thirty (30) days following a request by Xxxxxxxx, Xxxxxx agrees to execute any documents reasonably required to effectuate the foregoing subordination or such other reasonable and customary subordination, non- disturbance, and attornment agreement submitted by Landlord to Tenant, which documents may contain such other terms as any mortgagee or prospective mortgagee may reasonably require, or to make this Lease prior to the lien of any Security Agreementmortgage, Tenantdeed of trust, or underlying lease, as the case may be. (d) Xxxxxx agrees to simultaneously give to any party holding a mortgage, deed of trust, or other security agreement encumbering the Property, by registered or certified mail, a copy of any notice of default served upon requestLandlord, provided Xxxxxx has been notified in writing of the names and addresses of such mortgagee(s) and such parties shall have the same cure rights as Landlord has under this Lease. (e) Xxxxxx, at any time and from time to time, within thirty (30) days after written request from Landlord, shall attornexecute, without deduction or set-offacknowledge, 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default 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, addressed to Landlord a commercially reasonable and any prospective purchaser, ground or underlying lessor, or mortgagee or beneficiary of any part of the Property, an estoppel certificate in favor form and substance reasonably designated by the Landlord. It is intended that any such certificate may be relied upon by the Landlord and any prospective purchaser, investor, ground or underlying lessor, or mortgagee or deed of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a trust beneficiary of all or any part hereofof the Property.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds, deeds to secure debt, and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security AgreementAgreement (a “Succession”), 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 (the “Successor”) as the lessor hereunder provided that such party if the Successor agrees not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, 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 extent arising after the Succession and to the extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or defenses that Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which the Security Holder’s consent is required, but has not in Default hereunderbeen obtained, under the Security Agreement, or (v) any obligation hereunder to maintain a fitness facility at the Building. Within 10 15 business days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to confirm such attornment and 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 15 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) This Lease shall be subject and subordinate to at all existing and future times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Property or any portion thereof; (ii) the lien of any mortgage, deed of trust or other security instrument that may now exist or hereafter be executed in any amount for which the Property or any portion thereof, any ground leases or underlying leases, mortgagesor Landlord's interest or estate therein is specified as security; and (iii) all modifications, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modificationssupplements, consolidations and replacements thereof (eachthereof. The provisions of this Section shall be self-operative and no further instrument shall be required to effect the provisions of this Section. Notwithstanding anything to the contrary contained herein, Landlord will, as a “Security Agreement”), and all advances made upon condition to the security subordination of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) 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 take commercially reasonable steps to obtain for Tenant is not in Default hereunder. Upon an executed subordination, non−disturbance and attornment agreement with Landlord's lender, on customary terms. (b) If any termination ground lease or foreclosure (underlying lease terminates for any reason or any delivery mortgage, deed of trust or other security instrument is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant, notwithstanding any subordination, shall attorn to and become the tenant of the successor in interest to Landlord at the option of such successor in interest. If any mortgage, deed of trust or other security agreement is foreclosed, or Landlord's interest under this Lease is conveyed or transferred in lieu of foreclosure) , neither the mortgagee, beneficiary nor any person or entity acquiring title to the Property as a result of foreclosure or trustee's sale, nor any Security Agreement, Tenant, upon requestsuccessor or assign of either of the foregoing, shall attorn, without deduction be: (i) liable for any default by Landlord; (ii) bound by or set-off, liable for any payment of Rent which may have been made more than ten (10) days before the due date of such installment; (iii) subject to any defense or offset which Tenant may have to the Security Holder payment of Rent 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 and that other performance under this Lease will continue as arising from any default by Landlord; or (iv) bound by any amendment or modification to this Lease made without the consent of such mortgagee if the consent of such mortgagee or beneficiary thereto is required. (c) Within ten (10) days following a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant agrees to execute any documents reasonably required to effectuate the foregoing subordination or such other reasonable and customary subordination, non−disturbance and attornment agreement submitted by Landlord to Tenant, which documents may contain such other terms as any mortgagee or prospective mortgagee may reasonably require, or to make this Lease prior to the lien of any mortgage, deed of trust or underlying lease, as the case may be. (d) Tenant agrees to simultaneously give to any party holding a mortgage, deed of trust or other security agreement encumbering the Property, by registered or certified mail, a copy of any notice of default served upon Landlord, provided Tenant has been notified in writing of the names and addresses of such mortgagee(s) and such parties shall execute such further instruments have the same cure rights as Landlord may reasonably deem necessary to evidence the subordination or superiority of has under 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofLease.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 15.1 This Lease shall be and all rights of Tenant hereunder are subject and subordinate to all existing underlying leases now or hereafter in existence, and future ground to any supplements, amendments, modifications, and extensions of such leases heretofore or underlying leaseshereafter made and to any deeds to secure debt, mortgages, trust deeds or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and other encumbrances against to rely advances made on the Building or Projectsecurity thereof, all and to any increases, renewals, extensions, modifications, consolidations and replacements thereof (eachconsolidations, a “Security Agreement”)replacements, and all advances made upon the security extensions of any of such mortgages mortgages. The terms of this paragraph shall be self-operative, and no further instruments or trust deedsagreements of subordination shall be required to effect such subordination. Notwithstanding the preceding sentence, unless in each case the holder if Landlord or any mortgagee or lessor of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts to obtain the agreement of all or any future Security Holder, in a commercially reasonable form, that such Security Holder not disturb Tenant’s possession and quiet enjoyment portion of the Premises under this LeaseProject, so long as Tenant is not in Default hereunder. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreementprospective mortgagee or lessor, 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant shall execute requests such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. agreements, 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 shall, within ten (10) days after Landlord’s requestwritten request therefor, Tenant shall execute and deliver to Landlord such further instruments or agreements evidencing such subordination, with the signature of Tenant witnessed and notarized for recording or otherwise and the corporate or other seal of Tenant affixed thereto (if such witnessing, notarization or seal is requested or is indicated on such instruments or agreements), without modification thereto except for such modifications as may have been previously approved by Landlord or by the requesting mortgagee or lessor or prospective mortgagee or lessor. Section 15.2 Any mortgagee or lessor of all or any portion of tile Project shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, oil such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At airy time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the tenant of the Successor Landlord, without change in the terms or other provisions of this Lease. Section 15.3 Tenant shall, from time to time, within ten (10) clays after request from Landlord, or from any mortgagee, lessor or buyer of all or any portion of the Project, or any prospective mortgagee, lessor or buyer, execute, acknowledge and deliver a commercially reasonable tenant estoppel certificate iii such form as may be provided by Landlord certifying, to the extent true, as to all or any combination of the following: that this Lease is in favor full force and effect and unmodified (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications); the dates on which the Commencement Date occurred and on which the Term is scheduled to expire pursuant to the terms of this Lease; the number and length of any extension terms to which Tenant may be entitled pursuant to the terms and provisions of this Lease; tile Premises RSF and Tenant's Share; the date to which Rent has been paid, the amount of the monthly installment of Base Rent to be paid by Tenant on the first day of the calendar month after the date of the certificate, and that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed in accordance with the terms and provisions of this Lease; the amount of any security deposit paid by Tenant; that Tenant, as of the date of such parties certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other factual matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord. Any such certificate may be relied upon by Landlord, ally Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to give, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. Section 15.4 Tenant hereby appoints (which appointment is coupled with an interest and shall be irrevocable so long as this Lease is in effect) Landlord as its attorney-in-fact for the purpose of executing, sealing and delivering, and with full power and authority to execute, seal and deliver, on behalf of Tenant and in Tenant's name, a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto and incorporated herein as Exhibit "F" or a Tenant Estoppel Certificate in the form attached hereto and incorporated herein as Exhibit "G", or both, in the event (i) Landlord has not actually received, on or before the expiration of the ten-day period set forth in Section 15.1 hereof, the further instruments or agreements of subordination that may be from time to time requested by Landlord or from any mortgagee, lessor or buyer of all or any portion of the Project, or any prospective mortgagee, lessor or buyer, executed by Tenant, and witnessed, notarized and sealed, in accordance with said Section, or (ii) Landlord has not actually received, on or before the expiration of the ten-day period set forth in Section 15.3 hereof, the tenant estoppel certificate that may be from time to time requested by Landlord, or any mortgagee or lessor of Landlord, or any prospective mortgagee, lessor or purchaser of the Premises, executed by Tenant, and witnessed, notarized and sealed, in accordance with said Section. In either or both such events, in addition to and without prejudice to any other rights or remedies to which Landlord may be entitled as a result thereof, Landlord shall be entitled to execute and deliver, on behalf of Tenant and in Tenant's name, a Subordination, Non-Disturbance and Attornment Agreement in such form, or a Tenant Estoppel Certificate in such form, or both, us the case may be, and, at Landlord's option, to record same in the real property records of the jurisdiction in which the Premises is located, together, with, at Landlord's option, an affidavit or other instrument executed by Landlord with a copy of this Article and other portions of this Lease attached thereto as exhibits to the extent reasonably designatenecessary, including current in Landlord's reasonable discretion, to establish of record Landlord's right so to execute, deliver and prospective Security Holders record such Subordination, Non-Disturbance and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference Attornment Agreement and made a part hereofTenant Estoppel Certificate.

SUBORDINATION; ESTOPPEL CERTIFICATES. 21.1 This Lease shall be subject and subordinate to any and all existing and future ground or underlying leases, mortgages, deeds of trust deeds and other encumbrances against instruments in the Building nature of a mortgage (including all advances heretofore or Projecthereafter made thereunder) given to or held by banks, insurance companies or any lender, now or at any time hereafter a lien or liens on all or any part of the Premises, and to all interest thereon, and to all renewals, extensions, modifications, consolidations replacements and replacements thereof (eachextensions thereof; provided that any such Mortgagee, a “Security Agreement”)trustee or holder may elect to give the rights and interest of Tenant under this Lease priority over the lien of its mortgage, deed of trust or other instrument. In the event of such election, and all advances made upon notification by such Mortgagee or trustee or holder to Tenant to that effect, the security rights and interest of Tenant under this Lease shall be deemed to have priority over the lien of any such mortgage, deed of trust, or other instrument, whether this Lease is dated prior to or subsequent to the date of any such mortgage, deed of trust or other instrument. Tenant will, when reasonably requested in writing by Landlord, not to exceed twice in any Calendar Year, promptly execute, acknowledge and deliver one or more written instruments showing the subordination of this Lease to or the priority of the Lease over any one or more of such mortgages mortgages, deeds of trust or trust deedsother instruments. Provided, unless in each case the holder however, such agreement to provide said written instrument shall be conditioned upon such Mortgagee’s prior delivery to Tenant of such Security Agreement (each, a “Security Holder”) requires in writing written agreement stating 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 default under the Lease the Tenant will not be disturbed in its possession by the holder of the mortgage. 21.2 After receiving written notice from any person, firm, or other entity that holds a mortgage (which term shall include a deed of trust or other instrument in the nature of a mortgage) as to which Tenant has been granted subordination and nondisturbance protection, which includes the Premises as part of the mortgaged property, Tenant shall, so long as such mortgage is outstanding and Landlord has provided Tenant with a valid notice address for such person, firm, or other entity that holds a mortgage, be required to give to such holder the same notice as is required to be given to Landlord under the terms of this Lease, but such notice may be given by Tenant to Landlord and such holder concurrently. It is further agreed that such holder shall have the same opportunity to cure any default, and the same time within which to effect such curing, as is available to Landlord. 21.3 With reference to any assignment by Landlord of Landlord's interest in this Lease, or the Rents payable hereunder. Upon , conditional in nature or otherwise, which assignment is made to the holder of any termination mortgage, deed of trust, or other instrument in the nature of a mortgage, on the Premises, Tenant agrees: 21.3.1 that the execution thereof by Landlord and the acceptance thereof by such holder, shall never be deemed an assumption by such holder of any of the obligations of Landlord hereunder, unless such holder shall, by written notice sent to Tenant, specifically otherwise elect; and 21.3.2 that, except as aforesaid, such holder shall be treated as having assumed Landlord's obligations hereunder only upon foreclosure of such holder's mortgage or deed of trust or the taking of possession of the Premises by such holder. 21.4 If the holder of a mortgage, deed of trust or other instrument in the nature of a mortgage, which includes the Premises (a “Mortgagee”), notifies Tenant that such Mortgagee has taken over Landlord's rights under this Lease, Tenant shall not assert any right to deduct any prior monetary claim against such holder or anyone claiming by, through or under such holder from Rent thereafter due and payable, but shall look solely to Landlord for satisfaction of such prior claim. 21.5 Tenant agrees that, from time to time, but not more than twice in any Calendar Year, and upon not less than ten (10) days prior request by Landlord or Mortgagee, Tenant (or any delivery permitted assignee, subtenant, licensee, concessionaire or other occupant of a deed in lieu of foreclosurethe Premises claiming by, through or under Tenant) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, will deliver to the Security Holder Landlord or purchaser or any successor thereto and shall recognize such party to the Mortgagee, as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy and case may be, a statement in writing signed by Tenant certifying: (i) that this Lease will continue is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that this Lease as a direct lease between such party modified is in full force and effect); (ii) the date upon which Tenant so long as Tenant began paying Rent and the dates to which the Rent and other charges have been paid; (iii) that Landlord is not in Default 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 default under any provision of this Lease to Lease, or, if in default, the nature thereof in detail; (iv) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis with no Rent offsets or claims (or identifying such offsets or claims); (v) that there has been no prepayment of Rent other than as provided for in this Lease; (vi) that there are no actions whether voluntary or otherwise, pending against Tenant under the bankruptcy laws of the United States or any Security Agreement. Tenant waives state thereof; and (vii) such other matters as any right it may have under Law to terminate be reasonably requested by Landlord 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofMortgagee.

SUBORDINATION; ESTOPPEL CERTIFICATES. 20.01 This Lease and the rights of Tenant hereunder shall automatically and without further action by Landlord or Tenant be subject and subordinate at all times to all existing the lien of any mortgage or mortgages now or hereinafter placed upon Landlord's interest in the Premises and future ground on the Land and Building of which the Premises are a part or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon any building hereafter placed upon the security Land of such mortgages or trust deeds, unless in each case which the holder of such Security Agreement (each, Premises form a “Security Holder”) requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts part; subject to obtain the agreement of the mortgagee that in the event of foreclosure or the assertion of any future Security Holderother rights under the mortgage, this Lease and the rights of Tenant hereunder shall continue in a commercially reasonable form, that such Security Holder effect and shall not disturb Tenant’s possession and quiet enjoyment of the Premises under this Lease, be terminated or disturbed so long as Tenant continues to perform and is not in Default hereunderdefault under this Lease. Upon any termination or foreclosure Tenant covenants and agrees to execute and deliver, within five (or any delivery of a deed in lieu of foreclosure5) 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 business days after request requested by Landlord, Tenant shall execute such further instrument or instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of subordinating this Lease to the lien of any Security Agreement. such mortgage or mortgagees as shall be desired by the Landlord and any mortgagees or proposed mortgagees and if Tenant waives any right it may have under Law fails 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 the same within such five (5) business days period, Tenant hereby irrevocably appoints the Landlord the attorney-in-fact of the Tenant to execute and deliver any such instrument or instruments for and in the name of Tenant. In the event said mortgagee(s) shall not accept any instrument or instruments executed by Landlord pursuant to the power of attorney contained herein, Landlord, at its option, may declare Tenant's failure to execute and deliver said instruments a default in the performance of the Lease and may proceed to enforce any and all remedies accruing to Landlord upon a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein default by this reference and made a part hereofTenant hereunder.

SUBORDINATION; ESTOPPEL CERTIFICATES. This In consideration of the execution of this Lease shall be by Landlord, Xxxxxx accepts this Lease subject to any deeds of conveyance and subordinate to all existing and future ground or underlying any deeds of trust, master leases, mortgages, trust deeds security interests or mortgages and other encumbrances against the Building or Project, all renewals, modifications, extensions, modifications, consolidations and replacements thereof (each, of the foregoing which might now or hereafter constitute a “Security Agreement”), and all advances made lien upon the security 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 mortgages subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the form(s) prescribed by Landlord, execute any instruments, estoppel certificates, release or trust deeds, unless in each case the other documents that may be requested or required by any purchaser or any holder of such Security Agreement (each, a “Security Holder”) requires in writing that any superior interest for the purposes of subjecting and subordinating this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts to obtain such deed or conveyance or to the agreement lien of any future Security Holdersuch deed of trust, in a commercially reasonable formmaster lease, that security interest, mortgage, or superior interest. Tenant hereby appoints Landlord attorney-in-fact, irrevocably, to execute and deliver any such Security Holder not disturb Tenant’s possession 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 quiet enjoyment of the Premises recognize same as Landlord under this Lease. In the event any proceedings are brought for foreclosure, so long as or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant is not in Default hereunder. Upon shall attorn to the purchaser at any termination such foreclosure or foreclosure (or any delivery to the grantee 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 foreclosure and recognize such 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments grantee as Landlord may reasonably deem necessary to evidence the subordination or superiority of under 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofLease.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds of trust, deeds to secure debt, and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages mortgages, deeds of trust or trust deedsdeeds to secure debt, unless in each case the holder of such Security Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security AgreementAgreement (a “Succession”), 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 (the “Successor”) as the lessor hereunder provided that such party if the Successor agrees not to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder; provided, 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 extent arising after the Succession and to the extent of the Successor’s interest in the Property), (iii) any credits, claims, setoffs or defenses that Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which the Security Holder’s consent is required, but has not in Default hereunderbeen obtained, under the Security Agreement, or (v) any obligation hereunder to maintain a fitness facility at the Building. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to confirm such attornment and 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Section 13.1. The rights and interests of 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 Land and Improvements are and shall be subject in all respects subject, subordinate and subordinate inferior to any Mortgage (and any other loan documents executed and/or delivered in connection with such Mortgage) and to the liens, security interests and all existing other rights and future ground interests created or underlying leasesto be created therein or thereby for the benefit of Mortgagee, mortgagesand securing the repayment of the debt secured by any such Mortgage including, trust deeds without limitation, those created under the Mortgage covering, amount other things, the Land and other encumbrances against Improvements, and filed or to be filed of record in the Building or Projectpublic records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, modificationsincreases, consolidations supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage and the loan documents executed in connection therewith had been executed and delivered and the Mortgage recorded prior to the execution and delivery of this Lease. At its option and in its sole discretion, Mortgagee may elect to give the rights and interest of Tenant and the Lease priority over the lien of the Mortgage. In the event of such election, the rights and interest of Tenant under the Lease automatically shall have the priority over the lien of the Mortgage and no additional consent or instrument shall be necessary or required. Tenant agrees to execute and deliver whatever instruments may be reasonably requested by Mortgagee for the purposes of this Section 13.1, and in the event that Tenant fails to do so after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in its name, place and stead so to do. Section 13.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (eacha) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a “Security Agreement”reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be more than thirty (30) days longer than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and all advances made upon such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 13.2, such cure periods shall run concurrently, not consecutively. Section 13.3. If a Mortgagee or Superior Lessor shall succeed to the security rights of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) 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 whether through possession or foreclosure (action or any delivery of a deed in lieu new lease or deed, then at the request of foreclosuresuch party so succeeding to Landlord’s rights (“Successor Landlord”) of any Security Agreementand upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such party as the lessor hereunder provided that attornment. Upon such party agrees not to disturb Tenant’s occupancy and that attornment this Lease will shall continue in full force and effect as, or as if it were, a direct lease between such party Successor Landlord and Tenant so long upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (i) be liable for any previous act or omission of Landlord under this Lease (provided, however, that nothing contained herein shall be deemed to relieve Mortgagee or Successor Landlord of any liability arising by reason of Mortgagee’s or Successor Landlord’s acts or omissions from and after the date that Mortgagee or Successor Landlord shall become landlord under this Lease); (ii) be subject to any offset which shall have theretofore accrued to Tenant is not in Default hereunder. Within 10 days after request against Landlord; or (iii) be bound by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority any previous modification of this Lease Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 13.4. Landlord and Tenant agree that upon the request of Mortgagee made in accordance with Section 2.2(c), the Rent payable hereunder shall be paid directly to such Mortgagee or as such Mortgagee may direct. Section 13.5. Each party agrees, at any Security Agreement. Tenant waives any right it may have under Law time and from time to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder time, as requested by the other party, upon a foreclosure. Within 10 business days after Landlord’s requestnot less than ten (10) days’ prior notice, Tenant shall to execute and deliver to Landlord the other a commercially reasonable estoppel written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating whether there is a sublease affecting any Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (h) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 13.5 may be relied upon by others with whom the party requesting such certificate in favor of such parties as Landlord may reasonably designatebe dealing, including current and any purchaser or owner of any Land or any Improvements, or of Landlord’s interest in any Land or any Improvements, or any Superior Lease, or by any Mortgagee or Superior Lessor, or by any prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by or actual sublessee of the Premises or assignee of this reference and made a part hereofLease, or permitted transferee of or successor to Tenant.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the Building or future be placed on the Project, and to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) 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 foreclosure (or any delivery grantee 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 and recognize such purchaser or any successor thereto grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall recognize such party as the lessor hereunder provided that such party agrees not be required to disturb Tenant’s occupancy and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereundereffect same. Within 10 days after request However, if requested by Landlord, Tenant shall promptly from time to time, within ten (10) days of request, execute a confirmation of such further instruments as Landlord may 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 deem necessary required by such party, including without limitation current financial statements and estoppel certificates in a form satisfactory to evidence the subordination or superiority such party, failing which Tenant shall be in default of this Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the ten (10) day time period provided herein, then in addition to any Security Agreement. Tenant waives any other 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 remedy of Landlord’s request, Tenant shall hereby appoints Landlord as its attorney-in-fact to execute and deliver to Landlord a commercially reasonable any such subordination or estoppel certificate in favor on Tenant's behalf. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of such parties as Landlord may reasonably designatethe Building, including current and prospective Security Holders and prospective purchasers. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereofthe Property, or the Project or Landlord's interest therein.

SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the Building or future be placed on the Project, and to all renewals, extensionsreplacements, modificationsand extensions of same and Tenant shall attorn to any purchaser, consolidations to the purchaser at any foreclosure, or to the grantee of a deed in lieu of foreclosure, and replacements thereof 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 ten (each10) 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 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 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 (only to the extent such statements have been provided 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, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of the Building, the Property, or the Project or Landlord’s interest therein. Landlord 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 “Security AgreementForm SNDA”), attached hereto as Exhibit “G” and all advances made upon the security incorporated herein by this reference. Upon receipt of such mortgages or trust deedsa written request from Tenant, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto, provided that Landlord shall use commercially reasonable efforts to obtain the a non-disturbance agreement of in Tenant’s favor from any future Security Holder, in a commercially reasonable subsequent lender on such lender’s standard form, provided that if such Security Holder not disturb Tenant’s possession and quiet enjoyment of the Premises under this Lease, so long as Tenant non-disturbance agreement is not in Default hereunder. Upon any termination or 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default hereunder. Within 10 days after request by Landlord, received then Tenant shall execute not be obligated to deliver a subordination agreement to 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. The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereoflender.

SUBORDINATION; ESTOPPEL CERTIFICATES. This 17.1 Except as set forth in Section 17.2 to the contrary, this Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements 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 Agreement (each, a “Security Holder”) 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 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 and that this Lease will continue as a direct lease between such party and Tenant so long as Tenant is not in Default 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, provided that, except in the case of a proposed sale or transfer of the Building and/or land thereunder, Landlord shall not request from Tenant such estoppel certificate more than twice in any calendar year. The 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. “Additional ProvisionsCommercially reasonable efforts” attached hereto 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 terms of Landlord’s Security Agreement with the Mortgagee; (ii) promptly provide the Mortgagee with such back-up documentation and other information as Exhibit F are incorporated herein 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 status of Mortgagee’s approval of the SNDA; and (iv) if Mortgagee refuses to enter into an SNDA, inquire as to the reasons for such disapproval. As used herein, the term “Mortgagee” shall mean the holder of a mortgage or deed of trust recorded against the Property as of the date hereof. Tenant will, subject to commercially reasonable modifications requested by this reference Tenant, execute the Mortgagee’s form of non-disturbance, subordination and made attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a part hereofnon-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.