Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION; ESTOPPEL CERTIFICATES. This lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future 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 on the Building, including all modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is self-operative and no further instrument of subordination is required. Tenant shall, within 15 days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any Security except to the extent the Security was received by the successor. 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, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other party.

SUBORDINATION; ESTOPPEL CERTIFICATES. This lease, and the rights of Tenant under this lease, are Lease shall be subject and subordinate in all respects to all present existing and future ground or underlying leases of leases, mortgages, trust deeds and other encumbrances against the BuildingBuilding or Project, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modificationsrenewals, extensions, supplementsmodifications, consolidations and replacements thereof (each, a “MortgagesSecurity Agreement”), and all advances under 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. Upon any Mortgagetermination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request made in writing by the foreclosing Security Holder, or purchaser or any successor to a Security Holder who acquires title to the 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 such Successor Landlord and shall recognize such Successor Landlord as the lessor hereunder provided that such Successor Landlord agrees in such request to comply with the obligations of Landlord pursuant to this Lease and not to disturb Tenant’s occupancy (nor permit any such disturbance by anyone claiming any interest in the Premises through the Successor Landlord) so long as Tenant is not in Default hereunder beyond the expiration of the cure period, if any, applicable to such Tenant Default. This Section is self-operative and no further instrument of subordination is required. Tenant shall, within 15 Within 10 days following receipt of after 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”) Tenant shall execute such further instruments as Landlord may request reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement, provided that subordination. If any act or omission such instrument expressly states that the Successor Landlord pursuant to such Security Agreement shall comply with the obligations of Landlord gives pursuant to this Lease and not disturb Tenant’s occupancy (nor permit any such disturbance by anyone claiming any interest in the Premises through the Successor Landlord) as long as Tenant is not in Default hereunder beyond the rightexpiration of the cure period, immediately or if any, applicable to such Tenant Default. Within 10 business days after a period of time, to terminate this lease, or to claim a partial or total evictionLandlord’s request, Tenant shall 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any Security except to the extent the Security was received by the successor. 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, within 15 days following Tenant’s receipt of a request, sign, acknowledge execute and deliver to Landlord instruments a commercially reasonable estoppel certificate in form favor of such parties as Landlord may reasonably designate, including current and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect prospective Security Holders and prospective purchasers, which estoppel certificate shall be limited to factual information within Tenant) or that subordination. Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other party’s actual knowledge only.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This lease, and the rights of Tenant under this lease, are Lease shall be subject and subordinate in all respects to all present existing and future ground or underlying leases of leases, mortgages, trust deeds and other encumbrances against the BuildingBuilding or Project, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modificationsrenewals, extensions, supplementsmodifications, consolidations and replacements thereof (each, a “MortgagesSecurity Agreement”), and all advances under 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. Upon any Mortgagetermination 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 so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. This Section is self-operative and no Within 10 days after request by Landlord, Tenant shall execute such further instrument instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of subordination is requiredthis Lease to any Security Agreement. Tenant shall, within 15 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 following receipt of after Landlord’s request, sign, acknowledge Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. Notwithstanding any instrument that Landlordprovision herein to the contrary, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlordif, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 10 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of this Lease, a non-disturbance, subordination and attornment agreement is not executed and delivered by Landlord, Tenant and Mortgagee (as hereinafter defined), then Tenant shall have the Mortgage or the Superior right to terminate this Lease in question, or by any prepayment delivery of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior written notice to 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 prior to the extent date that is the Security was received by the successor. If any Mortgagee or Superior Landlord requires any modifications earlier to occur of this lease, or that any Mortgage or Superior Lease be subordinate to this lease, Tenant shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 full force and effect and has not been modified (or, if modified, setting forth all modifications), (bi) the date to upon which the Rent has been paidsuch non-disturbance, (c) stating whether or not, to the best of its knowledge, there subordination and attornment agreement 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, fully executed and if so, setting forth the specific nature of samedelivered by such parties, and (dii) to the best date that is 5 days after the expiration of its knowledge, any other factual matters reasonably requested by the other party or any person designated by the other partysuch 10 day period. Any certification delivered pursuant to this Section may be relied upon by the requesting party or any other person designated by the other party.If Tenant timely

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future 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 on the Building, including all modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is self-operative and no further instrument of subordination is required. Tenant shallwill, within 15 days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant Notwithstanding anything herein to the rightcontrary, immediately or after a period of timeand without limitation, to terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise that right until (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 gives 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 any of known obligations under the Superior Lease, (c) Tenant will not pay Rent or other sums under the lease for more than one month in advance, (d) Tenant will give to Superior Lessor, at the address indicated above and otherwise in the manner specified in the Superior Lease, a copy of any notice of default by Landlord at the act or omission same time as and whenever any such notice of default will be given by Tenant to each Mortgagee and Superior Landlord whose name and address has been provided to Tenant in writingLandlord, and (be) unless in the act event of the termination or omission is Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period expiration of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds this Lease prior to the rights stated expiration date of Landlord under this leasethe Superior Lease, then at the request election of the successorSuperior Lessor, Tenant shall will be obligated to attorn to and recognize the successor Superior Lessor as Tenant’s the landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, in which event this lease shall will continue in full force and effect as a direct lease between the successor Superior Lessor and Tenant on Tenant, upon all the terms and conditions of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any Security except to the extent the Security was received by the successor. 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, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other partyas hereinafter provided.

SUBORDINATION; ESTOPPEL CERTIFICATES. This leaseAt the request of a Security Holder (defined below), and subject to the rights provisions of Tenant under this leaseSection 17, are this Lease shall be subject and subordinate in all respects to all present existing and future ground or underlying leases of leases, mortgages, trust deeds and other encumbrances against the BuildingBuilding or Project, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modificationsrenewals, extensions, supplementsmodifications, consolidations and replacements thereof (each, a “MortgagesSecurity Agreement”), and all advances under 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, 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 subordination and non-disturbance agreement from the Security Holder. Upon any Mortgage. This Section is self-operative and no further instrument termination or foreclosure (or any delivery of subordination is required. Tenant shalla deed in lieu of foreclosure) of any Security Agreement, within 15 days following receipt of Landlord’s Tenant, upon request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the Security Holder or purchaser or any successor thereto and shall recognize such party as Tenant’s landlord under the lessor hereunder and agree to continue this leaseLease, and shallwithout material modification, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor Tenant, as tenant, and Tenant on all of such party, as landlord, provided that such party agrees, subject to the terms of a commercially reasonable subordination and non-disturbance agreement, to recognize Tenant’s rights as tenant hereunder and continue this leaselease as a direct lease between such party, except that as landlord, and Tenant, as tenant. Within ten (10) business days after request by Landlord, Tenant shall execute such commercially reasonable subordination and non-disturbance agreements as Landlord may reasonably deem necessary to evidence the successor shall not be (a) liable for any previous act subordination or omission superiority of Landlord under this lease, (b) subject Lease to any offset, not expressly Security Agreement as provided above in this lease, Section 17. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within ten (c10) bound by any modification of this lease made business days after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one monthLandlord’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. If any Mortgagee or Superior Landlord requires any modifications of this lease, or that any Mortgage or Superior Lease be subordinate to this leaserequest, Tenant shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge shall execute and deliver to Landlord instruments a commercially reasonable estoppel certificate in form favor of such parties as Landlord may reasonably designate, including current and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord prospective Security Holders and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other partyprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This lease, and the rights of Tenant under this lease, are Lease shall be subject and subordinate in all respects to all present existing and future ground or underlying leases of leases, mortgages, trust deeds and other encumbrances against the BuildingBuilding or Project, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modificationsrenewals, extensions, supplementsmodifications, consolidations and replacements thereof (each, a “MortgagesSecurity Agreement”), and all advances under 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. Upon any Mortgagetermination 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 so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. This Section is self-operative and no Within 10 days after request by Landlord, Tenant shall execute such further instrument instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of subordination is requiredthis Lease to any Security Agreement. Tenant shall, within 15 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 following receipt of after Landlord’s request, sign, acknowledge Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers. Notwithstanding any instrument that Landlordprovision herein to the contrary, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlordif, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 10 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of this Lease, a non-disturbance, subordination and attornment agreement is not executed and delivered by Landlord, Tenant and Mortgagee (as hereinafter defined), then Tenant shall have the Mortgage right to terminate this Lease by delivery of written notice to Landlord prior to the date that is the earlier to occur of (i) the date upon which such non-disturbance, subordination and attornment agreement is fully executed and delivered by such parties, and (ii) the date that is 5 days after the expiration of such 10 day period. If Tenant timely delivers such termination notice to Landlord, this Lease shall terminate effective as of the date such notice is delivered to Landlord; provided, however, that (w) Sections 8, 20, 25.1, 25.5, 25.6, 25.7, 25.9 and Exhibit E shall survive such termination; (x) if Landlord has received any security deposit, other collateral or prepaid Rent from Tenant pursuant to this Lease, Landlord shall promptly return the Superior same to Tenant; and (y) if Tenant has entered the Premises pursuant to this Lease for any reason, the provisions hereof governing such entry shall, with respect to such entry, survive such termination to the same extent as if this Lease had expired in question, accordance with its terms. Tenant shall be responsible for any fee or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing review costs charged by the Mortgagee or the Superior Landlord in questionconnection with such non-disturbance, (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. If any Mortgagee or Superior Landlord requires any modifications of this lease, or that any Mortgage or Superior Lease be subordinate to this leasesubordination and attornment agreement between Landlord, Tenant shalland Mortgagee. As used herein, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other party.term “

SUBORDINATION; ESTOPPEL CERTIFICATES. This lease, and the rights of Tenant under this lease, are Lease shall be subject and subordinate in all respects to all present existing and future ground or underlying leases of leases, mortgages, trust deeds, deeds to secure debt, and other encumbrances against the BuildingBuilding or Project, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modificationsrenewals, extensions, supplementsmodifications, consolidations and replacements thereof (each, a “MortgagesSecurity Agreement”), and all advances under 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. Upon any Mortgage. This Section is self-operative and no further instrument termination or foreclosure (or any delivery of subordination is required. Tenant shalla deed in lieu of foreclosure) of any Security Agreement (a “Succession”), within 15 days following receipt of Landlord’s Tenant, upon request, signshall attorn, acknowledge without deduction or set-off, to the Security Holder or purchaser or any successor thereto and deliver any instrument that Landlord, any landlord under a Superior Lease shall recognize such party (the “Superior LandlordSuccessor”) as the lessor hereunder if the Successor agrees not to disturb Tenant’s occupancy 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 mortgagee under a Mortgage payment of Rent made to Landlord more than 30 days before its due date, (“Mortgagee”ii) may request to evidence that subordination. If any act or omission of or default by Landlord gives 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 rightSecurity Holder’s consent is required, immediately or after a period of timebut has not been obtained, to terminate this leaseunder the Security Agreement, or (v) any obligation hereunder to claim maintain a partial or total evictionfitness facility at the Building. Within 15 business days after request by Landlord, Tenant shall not exercise that 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 until (a) Tenant gives notice of the act it may have under Law to terminate or omission to each Mortgagee and Superior Landlord whose name and address has been provided to Tenant in writing, and (b) unless the act otherwise adversely affect this Lease or omission is Tenant’s obligations hereunder upon a foreclosure. Within 15 business days after Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successorrequest, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any Security except to the extent the Security was received by the successor. 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, within 15 days following Tenant’s receipt of a request, sign, acknowledge execute and deliver to Landlord instruments a commercially reasonable estoppel certificate in form favor of such parties as Landlord may reasonably designate, including current and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) or that subordination. Landlord prospective Security Holders and Tenant shall, at any time and from time to time, within 15 days following its receipt of a 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 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 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 be relied upon by the requesting party or any other person designated by the other partyprospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. This lease, and the rights of Tenant under accepts this lease, are Lease subject and subordinate to covenants, conditions, restrictions, easements, ground leases, mortgages or deeds of trust or liens now or subsequently arising upon the Leased Premises, and to renewals, modifications, refinancings and extensions thereof (collectively 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 all respects to all present and future underlying leases favor of the BuildingMortgagee. As an alternative, including all modificationsa Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, extensions 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 replacements thereof (any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Leased Premises and shall not disturb Tenant’s right to quiet possession of the Leased Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. Upon Tenant’s written request, Landlord shall use good faith and reasonable efforts to obtain a non–disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of agreement. “Superior Leases”) Reasonable efforts” of Landlord shall not require Landlord to incur substantial cost, expense or liability to obtain such agreement. Upon request of Landlord, Tenant shall execute the Mortgagee’s form of non–disturbance, subordination and all present attornment agreement and future mortgages on any Superior Lease or return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non–disturbance, subordination and attornment agreement for Tenant shall have no effect on the Buildingrights, including all modificationsobligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under or provide Tenant any Mortgage. This Section is self-operative and no further instrument of subordination is requiredbasis to terminate this Lease. Tenant shall, within 15 thirty (30) days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not 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 Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a requestwritten request from Landlord, sign, acknowledge execute and deliver any instrument that the successor requests a commercially reasonable estoppel certificate to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect those parties as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the Mortgagee or the Superior Landlord in question, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any Security except to the extent the Security was received by the successor. 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, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance are reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant) including a Mortgagee or that subordinationprospective purchaser). Landlord and Tenant shallWithout limitation, at any time and from time to time, within 15 days following its receipt of such estoppel certificate may include a request from the other party, sign, acknowledge and deliver certification as to the requesting party or status of this Lease, the existence of any other person designated by defaults and the amount of Rent that party a certification (a) is due and payable; provided, however, that this lease is in 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 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 be relied upon by the requesting party or any other person designated by the other partyshall supply such information.