Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease subject and subordinate to the lien or security title of any recorded mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the Premises, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Office Park, or any part thereof, and all 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, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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 agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee or grantee under any such mortgage or deed to secure debt), as its landlord.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) This Sublease shall, at Landlord’s option, be subordinate to any mortgage, deed of trust or ground lease that may exist or hereafter be placed upon the Premises or any part thereof and to any and all advances to be made thereunder and to the interest thereon and to all renewals, replacements and extensions thereof, provided, however, so long as Tenant accepts performs its obligations under this Lease subject Sublease, no foreclosure of, deed given in lieu of foreclosure of, sale, and no procedures taken under the encumbrance shall affect Tenant’s rights under this Sublease and the holder of such encumbrance has agreed to recognize this Sublease and all of the Tenant’s rights hereunder. Tenant shall upon written demand by Landlord execute such instruments as may reasonably be required at any time and from time to time to subordinate the rights and interest of Tenant under this Sublease to the lien or security title of any recorded mortgagesuch ground lease, mortgage or deed of trust, or, if requested by Landlord, to secure debt subordinate any such ground lease, mortgage or deed of trust to the Sublease, so long as such instrument includes reasonable non-disturbance protection; provided, however, that Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage or deed of trust on termination of such ground lease, attorn to the purchaser upon foreclosure sale or sale under power of sale or the landlord under such ground lease, and shall recognize such purchaser or ground lease presently existing or hereafter created upon the Premiseslessor as Landlord under this Sublease, and to all existing recorded restrictionsso long as Tenant is not in default hereunder, covenants, easements and agreements with respect to the Office Park, no such termination or any part thereof, and all amendments, modifications and restatements thereof, and all replacements and substitutions thereforforeclosure shall terminate this Sublease or otherwise affect Tenant’s rights hereunder. 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 Prospect SV EIC Lease 20 May clean.doc Within ten (10) days after Landlord's written 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, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premisestherefore, Tenant shall be bound execute and deliver to the transferee (sometimes hereinafter referred Landlord, in form provided by or satisfactory to as the "Purchaser")Landlord, at the option of the Purchaser, under the terms, covenants and conditions of a certificate stating that this Lease for the balance of the Term remaining, and any extensions or renewals, with the same Sublease is in full force and effect as if the Purchaser were effect, describing any amendments hereto and stating any other information Landlord hereunder, and, if requested by the Purchaser, Tenant agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee or grantee under any such mortgage or deed to secure debt), as its landlordmay reasonably request.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts This Lease and Tenant’s interest in this Lease subject and is subordinate at all times to the lien or security title of any recorded mortgage, deed to secure debt current or ground lease presently existing future mortgages or hereafter created upon deeds of trust placed on the PremisesLeased Premises or the Gaithersburg Facility, and to all existing recorded restrictionsany current or future ground lease thereof (together such mortgages, covenantsdeeds of trust and ground leases, easements “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 agreements deliver within 10 business days after demand such commercially reasonable further instrument evidencing such subordination and attornment as shall be reasonably required by the holder of any mortgage or deed of trust now or hereafter placed upon the Leased Premises or the Gaithersburg Facility. Notwithstanding the foregoing, any holder of a Mortgage (“Mortgagee”) may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the Office Parkexecution and delivery of the Mortgage. Tenant shall attorn to any foreclosing [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. mortgagee, purchaser at a foreclosure sale or by power of sale, or any part thereofpurchaser 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 all amendments, modifications and restatements thereof, and all replacements and substitutions therefor. The subordination created hereby is intended upon such successor landlord’s written agreement to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Neverthelessaccept Tenant’s attornment, Tenant agrees shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such documents as Landlord successor landlord may request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and memorialize effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such subordinationattornment, 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. If Tenant fails shall provide an estoppel certificate to execute any such person or entity requested documentation by Landlord, within ten (10) days after Landlord's request therefor, Landlord is hereby irrevocably vested with full power and authority to subordinate following Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the lien or security title ’s receipt of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executingrequest, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall customary certifications as may be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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 agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee or grantee under any such mortgage or deed to secure debt), as its landlordrequested.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease 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 PremisesPremises or Building, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Office Park, or any part thereof, and all 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 PremisesPremises or the Building, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. Any Mortgagee may elect that this Lease shall have priority over the mortgage or deed to secure debt held by such Mortgagee and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such mortgage or deed to secure debt, regardless of the date of this Lease. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the PremisesPremises or the Building, or if the lessor under any ground lease succeeds to the interest of Landlord under this Lease, Tenant shall be bound to the transferee (sometimes hereinafter referred to as the "Purchaser"), at the 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 shall attorn to such Purchaser and agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee Mortgagee or grantee under any such mortgage or deed to secure debtdebt 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 increase the Rent, materially increase Tenant's obligations, or materially and adversely affect Tenant's rights under this Lease. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such Purchaser and Tenant 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.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) In consideration of the execution of this Lease by Landlord, Tenant accepts this Lease subject to any deeds of conveyance and subordinate any deeds of trust, master leases, security interests or mortgages and all renewals, modifications, extensions, consolidations and replacements of the foregoing which might now or hereafter constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the forms(s) prescribed by Landlord, execute any instruments, estoppel certificates, release or other documents that may be requested or required by any purchaser or any holder of any superior interest for the purposes of subjecting and subordinating this Lease to such deed or conveyance or to the lien or security title of any recorded such deed of trust, master lease, security interest, mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the Premisessuperior interest. Tenant hereby appoints Landlord attorney in fact, and to all existing recorded restrictionsirrevocably, covenants, easements and agreements with respect to the Office Park, or any part thereof, and all 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 deliver any such requested documentation instrument or document for Tenant should Tenant fail or refuse to do so within ten (10) days after of Landlord's written request thereforfor such instrument or document. In the event the Building is sold or subjected to foreclosure proceedings, 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 Tenant shall attorn to the lien or security title of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, purchaser and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord recognize same as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of a the power of sale, foreclosure or other proceeding for enforcement of sale under any mortgage or deed to secure debt on of trust made by landlord covering the Premises, Tenant shall be bound attorn to the transferee (sometimes hereinafter referred to as the "Purchaser"), 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 such foreclosure or renewals, with the same force and effect as if the Purchaser were Landlord hereunder, and, if requested by the Purchaser, Tenant agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee grantee of a deed in lieu of foreclosure and recognize such purchase or grantee as Landlord under any such mortgage or deed to secure debt), as its landlordthis Lease.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant In consideration of the execution of this Lease by Landlord, Xxxxxx accepts this Lease subject to any deeds of conveyance and subordinate any deeds of trust, master leases, security interests or mortgages and all renewals, modifications, extensions, consolidations and replacements of the foregoing which might now or hereafter constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instruments or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the form(s) prescribed by Landlord, execute any instruments, estoppel certificates, release or other documents that may be requested or required by any purchaser or any holder of any superior interest for the purposes of subjecting and subordinating this Lease to such deed or conveyance or to the lien or security title of any recorded such deed of trust, master lease, security interest, mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the Premisessuperior interest. Tenant hereby appoints Landlord attorney-in-fact, and to all existing recorded restrictionsirrevocably, covenants, easements and agreements with respect to the Office Park, or any part thereof, and all 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 deliver any such requested documentation instrument or document for Tenant should Tenant fail or refuse to do so within ten (10) days after of Landlord's written request thereforfor such instrument or document. In the event the Building is sold or subjected to foreclosure proceedings, 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 Tenant shall attorn to the lien or security title of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, purchaser and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord recognize same as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of a the power of sale, foreclosure or other proceeding for enforcement of sale under any mortgage or deed to secure debt on of trust made by Landlord covering the Premises, Tenant shall be bound attorn to the transferee (sometimes hereinafter referred to as the "Purchaser"), 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 such foreclosure or renewals, with the same force and effect as if the Purchaser were Landlord hereunder, and, if requested by the Purchaser, Tenant agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee grantee of a deed in lieu of foreclosure and recognize such purchaser or grantee as Landlord under any such mortgage or deed to secure debt), as its landlordthis Lease.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this This Lease shall be subject and subordinate to the lien or security title of any recorded ground lease, mortgage, deed to secure debt of trust or ground lease presently existing other hypothecation or security device now or hereafter created placed upon the Premises, Premises or the Building [***] Information has been omitted and submitted separately to all existing recorded restrictions, covenants, easements the Securities and agreements Exchange Commission. Confidential treatment has been requested with respect to the Office Parkomitted portions. PROPRIETARY AND CONFIDENTIAL (collectively, “Security Device”), to any and all advances made on the security thereof and to all renewals, modifications, and extensions thereof. Lessee agrees that, in the event that any such holder of a Security Device or any part thereofpurchaser at a foreclosure sale or any entity that receives a transfer of the Building by a conveyance in lieu of foreclosure of the Building (“New Owner”) and/or otherwise succeeds to the rights of Lessor under the Lease Agreement, then Lessee shall attorn to and recognize New Owner as the Lessor under this Agreement for the remainder of the term hereof, and all amendmentsLessee shall perform and observe its obligations hereunder, modifications provided that such New Owner shall not disturb Lessee’s use and restatements thereof, and all replacements and substitutions thereforoccupancy of the Lease Area so long as Lessee is not in breach of its obligations under this Agreement. The subordination created hereby is intended to be self-operative and no further instrument agreements in this Section 31 shall be effective without the execution of any further documents; provided, however, that upon written request from Lessor or Lender in connection with a sale, financing or refinancing of the Building, Lessee shall execute such further writings as may be reasonably required to effect such separately document any subordination of this Leaseprovided for herein. NeverthelessIn addition, 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 Lessee shall, within ten (10) days after Landlord's request thereforthe written notice from Lessor, Landlord is hereby irrevocably vested with full power execute, acknowledge and authority deliver to subordinate Tenant's interest under this Lease Lessor an estoppel certificate 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, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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 form requested by the PurchaserLessor or any Lender, Tenant agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee or grantee under together with any such mortgage or deed to secure debt)additional information, as its landlordconfirmation and/or statements reasonably requested by Lessor.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease subject and subordinate to the lien or security title of any recorded mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the Premises, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Office ParkProject, or any part thereof, and all 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, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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 agrees to be bound and obligated hereunder to the Purchaser (including the mortgagee or grantee under any such mortgage or deed to secure debt), as its landlord.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Section 13.1. The rights and interests of Tenant accepts under this Lease subject any and subordinate 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 lien Land and Improvements are and shall be in all respects subject, subordinate and 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 other rights and interests created or security title to be created therein or thereby for the benefit of any recorded mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the PremisesMortgagee, and securing the repayment of the debt secured by any such Mortgage including, without limitation, those created under the Mortgage covering, amount other things, the Land and Improvements, and filed or to all existing recorded restrictions, covenants, easements and agreements with respect to be filed of record in the Office Park, or any part thereofpublic records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and 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, thereof and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements all sums secured thereby and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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, advances made thereunder with the same force and effect as if the Purchaser were Landlord hereunderMortgage 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, andMortgagee 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, if requested by the Purchaser, 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 bound reasonably requested by Mortgagee for the purposes of this Section 13.1, and obligated hereunder in the event that Tenant fails to the Purchaser (including the mortgagee or grantee under any such mortgage or deed 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 secure debt), as its landlorddo.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Section 13.1. Subject to the provisions of Section 13.4, the rights and interests of Tenant accepts under this Lease subject any and subordinate 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 lien or security title of Land and Improvements are and shall be in all respects subject, subordinate and inferior to any recorded mortgage, deed to secure debt or ground lease presently existing or hereafter created upon the PremisesMortgage (and any other loan documents executed and/or delivered in connection with such Mortgage), and to the liens, security interests and all existing recorded restrictionsother rights and interests created or to be created therein or thereby for the benefit of Mortgagee, covenantsand securing the repayment of the debt secured by any such Mortgage, easements including, without limitation, those created under the Mortgage covering, amount other things, the Land and agreements with respect Improvements, and filed or to be filed of record in the Office Park, or any part thereofpublic records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and 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, thereof and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements all sums secured thereby and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall be bound to the transferee (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, advances made thereunder with the same force and effect as if the Purchaser were Landlord hereunderMortgage 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, andMortgagee 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, if requested by the Purchaser, 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 bound reasonably requested by Mortgagee for the purposes of this Section 13.1, and obligated hereunder in the event that Tenant fails to the Purchaser (including the mortgagee or grantee under any such mortgage or deed 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 secure debt), as its landlorddo.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease as subject and subordinate to the lien or security title of any recorded mortgagemortgages, deed deeds to secure debt or debt, deeds of trust, ground lease leases and other similar security instruments (each, a “Mortgage”) and encumbrances presently existing or hereafter created upon the PremisesPremises or Building, and all other encumbrances and matters of public record applicable to the Building or Office Park or any part thereof presently existing or hereafter created, including without limitation, any reciprocal easement or operating agreements, ground or underlying leases, covenants, conditions and restrictions, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Office Park, or any part thereof, and all 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 subordination within ten (10) days after Landlord's ’s request therefor, Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under . Any holder of a Mortgage (a “Mortgagee”) may elect that 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, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocablehave priority over its Mortgage. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any mortgage Mortgage, or deed if the lessor under any ground lease succeeds to secure debt on the Premisesinterest of Landlord under this Lease, then, at the option of such transferee (“Purchaser”), Tenant shall be bound to the transferee (sometimes hereinafter referred to as the "Purchaser"), at the option of the Purchaser, Purchaser under the terms, covenants and conditions of this Lease for the balance of the Term remainingLease, 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 shall promptly execute and deliver any extensions or renewalsinstrument that such Purchaser may reasonably request evidencing such attornment. Upon such attornment, with the same this Lease shall continue in full force and effect as if a direct lease between such Purchaser and Tenant upon all the terms, conditions and covenants set forth in this Lease, except that such Purchaser were shall not be: (i) liable for any act or omission of Landlord hereunder(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, andclaim, if requested counterclaim, set-off or offsets which Tenant may have against Landlord; (iii) bound by the Purchaser, 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 agrees which was required to be bound and obligated hereunder made prior to the time Purchaser succeeded to Landlord’s interest; (including v) bound by any obligation to perform any work or to make improvements to the mortgagee Premises except for (A) repairs and maintenance required to be made by Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or grantee under 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 mortgage Purchaser; (vi) bound by any modification, amendment or deed renewal of this Lease made without Purchaser’s consent; (vii) 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 secure debt)such Purchaser; or (viii) liable for the payment of any unfunded tenant improvement allowance, as its landlordrefurbishment allowance or similar obligation.