Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

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 Real Property, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building and/or the Real Property including all increases, renewals, 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 fifteen (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 such subordination. Section 12.2 If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights of Landlord under this lease, then at the request of same, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, at any time and from time to time, within fifteen (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) stating the date to which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is in default of its obligations under this lease and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, and (d) stating to its actual 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 third party for whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rights

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 Real PropertyBuilding, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building and/or the Real Property Building, including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is self- self-operative and no further instrument of subordination is required. Tenant shall, within fifteen (15) 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 subordination. Section 12.2 act or omission. If any Mortgagee or any Superior Landlord (or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of foreclosure designee thereof) succeeds to the rights of Landlord under this lease, then at the request of samethe successor, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser the successor as Tenant’s landlord under this lease. Tenant , and shall, within fifteen (15) 15 days following request by such Mortgagee, Superior Landlord, successor or assigneeTenant’s receipt of a request, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser the successor requests to evidence the attornment. Section 12.3 . 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 fifteen (15) 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). Section 12.4 ) or that subordination. Landlord and Tenant shall, at any time and from time to time, within fifteen (15) 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) stating the date to which the Rent has been paid, (c) stating whether or not, to the best of its actual knowledge, the other party there is in default of its obligations under this lease and if so, describing the default, including then a Default or any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a defaultDefault, or if Landlord is in default under this lease, and if so, setting forth the specific nature of same, and (d) stating to the best of its actual 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 third requesting party for whom or any other person designated by the certification is requested but shall not, as between Landlord and Tenant, affect their respective rightsother party.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This leaseLease is and shall be subordinate to all ground leases, mortgages, trust deeds or other financing or, refinancing installments that may now or in the future be placed on the Property, and the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future underlying leases of the Real Property, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building and/or the Real Property including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”)replacements, and all advances under extensions of same and Tenant shall attorn to any Mortgage. This Section is self- operative and no further instrument of subordination is required. Tenant shallpurchaser, within fifteen (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 such subordination. Section 12.2 If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any the purchaser at any foreclosure, or to the grantee of a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights of foreclosure, and recognize such purchaser or grantee as Landlord under this leasethe Lease. Such subordination is self-operative, then at the request of and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, at any time and promptly from time to time, within fifteen twenty (1520) days following its receipt of request, execute a request from confirmation of such subordination in the other form required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall be deemed to be prior in lien to such ground lease, mortgage or trust deed. Tenant shall, within twenty (20) days of request, deliver to Landlord, or to any party providing financing to Landlord, or to a prospective purchaser, information reasonably required by such party, signincluding without limitation current financial statements and estoppel certificates in a form satisfactory to such party, 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) stating the date to failing which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is Tenant shall be in default of its obligations under this lease Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the twenty (20) day time period provided herein, and if so, describing Tenant has not objected to the default, including any event that has occurred which, with the serving of notice or the passage of Certificate within such time, or both, would give rise then in addition to a default, and (d) stating to its actual knowledge, any other factual matters reasonably requested by the other party right or remedy of Landlord, Tenant hereby appoints Landlord as its attorney-in-fact to execute and deliver any person designated by the other partysuch subordination or estoppel certificate on Tenant’s behalf. Any certification such subordination or estoppel certificate, delivered pursuant to this Section hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of the third party for whom Building, the certification is requested but shall notProperty, as between or Landlord’s interest therein. For any current or future mortgage, deed of trust or ground lease, the Landlord will make commercially reasonable efforts to obtain a subordination and Tenant, affect their respective rightsnon-disturbance agreement in reasonable form.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 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 the Real Propertyleases, including all modificationsmortgages, extensions trust deeds and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on other encumbrances against the Building and/or the Real Property including or Project, all increases, renewals, modifications, 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 and agree to continue this Lease, without material modification, as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees, subject to the terms of a non-disturbance agreement that satisfies clause (c) of the second sentence of Section 17.2 and is otherwise commercially reasonable, to recognize Tenant’s rights as tenant hereunder and continue this lease as a direct lease between such party, as landlord, and Tenant, as tenant. This Section is self- operative and no further instrument of subordination is required. Tenant shall, within fifteen (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 commercially reasonable instruments as Landlord may request reasonably deem necessary to evidence such subordination. Section 12.2 If the subordination or superiority of this Lease to any Mortgagee Security Agreement. Tenant waives any right it may have under Law to terminate or any Superior Landlord otherwise adversely affect this Lease or any successor or assignee thereof or any purchaser at Tenant’s obligations hereunder upon a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights of Landlord under this lease, then at the request of sameforeclosure. Within 10 business days after Landlord’s request, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (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)prospective Security Holders and prospective purchasers. 17.2 Notwithstanding Section 12.4 17.1, Tenant’s agreement to subordinate this Lease to a future Security Agreement shall not be effective unless Landlord and has provided Tenant shall, at any time and from time to time, within fifteen (15) days following its receipt of with a request commercially reasonable non-disturbance agreement from the other partySecurity Holder. For purposes of the preceding sentence, sign, acknowledge and deliver to the requesting party or any other person designated by that party a certification non-disturbance agreement shall not be deemed commercially reasonable unless it provides that: (a) that so long as no Default exists, this lease is Lease and Tenant’s right to possession hereunder shall remain in full force and effect effect; (b) the Security Holder shall have a reasonable period of time (not to exceed 60 days after written notice from Tenant) to cure any default of Landlord; and (c) neither the Security Holder nor any successor in interest shall be (i) bound by (A) any payment of Rent for more than one (1) month in advance, or (B) any amendment of this Lease made without the written consent of the Security Holder or such successor in interest; (ii) liable for (A) the return of any security deposit, letter of credit or other collateral, except to the extent it was received by the Security Holder, or (B) any act, omission, representation, warranty or default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant might have against any prior landlord (including Landlord). 17.3 The parties acknowledge that before entering into this Lease Landlord has not been modified provided to Tenant the standard form of SNDA used by Landlord’s existing Security Holder (“Existing Security Holder”). Promptly upon receiving Tenant’s written comments to such form of SNDA, Landlord shall forward the same to Existing Security Holder and provide Tenant with the contact information for Existing Security Holder’s attorney. Tenant shall promptly reimburse Landlord for (or, if modifiedupon Landlord’s request, setting forth promptly pay directly to Existing Security Holder or its attorney, as the case may be) all modifications), (b) stating the date to which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is in default of its obligations under this lease expenses and if so, describing the defaultcosts, including attorney’s fees, that Landlord becomes required to pay to Existing Security Holder in connection with any event negotiation, preparation, execution or delivery of such SNDA, but only to the extent that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, such expenses and (d) stating to its actual 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 third party for whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rightscosts exceed $1,000.00.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This lease, Lease and the all rights of Tenant under this lease, hereunder are subject and subordinate in all respects to all present and future underlying leases now or hereafter in existence, and to any supplements, amendments, modifications, and extensions of such leases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Real PropertyProject or any interest of Landlord therein, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on to any Superior Lease or advances made on the Building and/or the Real Property including all security thereof, and to any increases, renewals, modifications, extensionsconsolidations, supplements, consolidations and replacements thereof (“Mortgages”)replacements, and all advances under extensions of any Mortgageof such mortgages. This Section is self- operative The terms of this paragraph shall be self-operative, and no further instrument instruments or agreements of subordination is requiredshall be required to effect such subordination. Tenant shallNotwithstanding the preceding sentence, within fifteen (15) days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) if Landlord or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence such subordination. Section 12.2 If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights lessor of Landlord under this lease, then at the request of same, Tenant shall attorn to requests such Mortgagee, Superior Landlord, successor, assignee further instruments or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this leaseagreements, Tenant shall, within fifteen ten (1510) business days following after Tenant’s 's receipt or deemed receipt of a Landlord's written request, signexecute, acknowledge, and deliver to Landlord such further instruments or agreements evidencing such subordination, and if Tenant fails to so execute, acknowledge and deliver to Landlord such instruments in form or agreements within such ten-business day period, and substance reasonably requested by Landlord providing such failure continues for those modifications ten (provided they do not materially adversely affect 10) calendar days after Tenant). Section 12.4 Landlord and Tenant shall, at any time and from time to time, within fifteen (15) days following its 's receipt or deemed receipt of a request from Landlord's additional written request, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf, Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the other partypurpose of executing, 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) stating the date to which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is in default of its obligations under this lease and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a defaultacknowledging, and (d) stating to its actual knowledge, delivering 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 third party for whom the certification is requested but shall not, as between Landlord such instruments and Tenant, affect their respective rightsagreements.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This leaseSublease 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 the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future underlying leases of the Real Property, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building and/or the Real Property including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), 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 performs its obligations under any Mortgage. This Section is self- operative and this Sublease, no further instrument of subordination is required. Tenant shallforeclosure of, within fifteen (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 such subordination. Section 12.2 If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed given in lieu of foreclosure succeeds to of, sale, and no procedures taken under the encumbrance shall affect Tenant’s rights of Landlord under this lease, then at Sublease and the request holder of same, such encumbrance has agreed to recognize this Sublease and all of the Tenant’s rights hereunder. Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested upon written demand by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, execute such instruments as may reasonably be required at any time and from time to timetime to subordinate the rights and interest of Tenant under this Sublease to the lien of any such ground lease, within fifteen mortgage or deed of trust, or, if requested by Landlord, to subordinate any such ground lease, mortgage or deed of trust to the Sublease, so long as such instrument includes reasonable non-disturbance protection; provided, however, that Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage or deed of trust on termination of such ground lease, attorn to the purchaser upon foreclosure sale or sale under power of sale or the landlord under such ground lease, and shall recognize such purchaser or ground lessor as Landlord under this Sublease, and so long as Tenant is not in default hereunder, no such termination or foreclosure shall terminate this Sublease or otherwise affect Tenant’s rights hereunder. Within ten (1510) days following its receipt of a after written request from the other partytherefore, sign, acknowledge Tenant shall execute and deliver to the requesting party Landlord, in form provided by or any other person designated by that party satisfactory to Landlord, a certification (a) certificate stating that this lease Sublease is in full force and effect and has not been modified (or, if modified, setting forth all modifications), (b) stating the date to which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is in default of its obligations under this lease and if soeffect, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, amendments hereto and (d) stating to its actual knowledge, any other factual matters information Landlord may 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 third party for whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rightsrequest.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This lease, and the rights of (a) Tenant under accepts this lease, are Lease subject and subordinate in all respects to the lien or security title of any recorded mortgage, deed to secure debt or ground lease hereafter created upon the Premises, and to all present existing recorded restrictions, covenants, easements and future underlying leases of agreements with respect to the Real PropertyProject, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on or any Superior Lease or on the Building and/or the Real Property including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”)part thereof, and all advances under any Mortgageamendments, modifications and restatements thereof, and all replacements and substitutions therefor. This Section The subordination created hereby is self- intended to be self-operative and no further instrument shall be required to effect such subordination of subordination is requiredthis Lease. Nevertheless, Tenant shall, within fifteen (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”) agrees to execute such documents as Landlord may request to evidence and memorialize such subordination. Section 12.2 . If Tenant fails to execute any Mortgagee or any Superior such requested documentation within ten (10) days after Landlord's request therefor, Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease in lieu of foreclosure succeeds Tenant's name and on Tenant's behalf to the rights 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 leaseLease shall be transferred by reason of exercise of a power of sale, then at foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the request of samePremises, Tenant shall attorn 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 Mortgageemortgage or deed to secure debt), Superior Landlordas its landlord. (b) Landlord represents and warrants to Tenant that neither the Premises, successorthe Building, assignee nor the Land, is presently encumbered by any mortgage, deed to secure debt, trust deed or purchaser as subject to any ground lease (collectively, a "Security Instrument"). Landlord agrees that upon request of Tenant’s landlord under , it will request from the holders of any future mortgages or other security instruments encumbering the Building or any interest of Landlord therein, a subordination, non-disturbance and attornment agreement ("SNDA") in favor of Tenant, on such holder's standard form of SNDA. However, Landlord shall not be obligated to expend any money to obtain such SNDA, and the inability or failure of Landlord to obtain such SNDA shall not constitute a default by Landlord hereunder, entitle Tenant to cancel or otherwise terminate this lease. Lease, or affect the automatic subordination of this Lease, to all such future Security Instruments. (c) Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, at any time and from time to time, within fifteen twenty (1520) days following its receipt of a after request from the other partyLandlord, signor from any mortgagee of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to the requesting party or any other person designated by that party a certification (a) extent true, that this lease Lease is in full force and effect and has not been modified unmodified (or, if modifiedthere have been modifications, setting forth all that the same is in full force and effect as modified and stating the modifications), (b) stating ; that the date Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that, subject to Paragraph 2(b) above, Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (c30) stating whether days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or nothas been changed by notice duly given and is as set forth in the certificate); that Tenant, to its actual Tenant's knowledge, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other party charges due hereunder; that, to the knowledge of Tenant, Landlord is not then in default of its obligations under this lease Lease; and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, and (d) stating to its actual knowledge, any such other factual matters as may be reasonably requested by the other party Landlord or any person designated by the other partymortgagee or lessor of Landlord. Any certification delivered pursuant to this Section such certificate may be relied upon by Landlord or any mortgagee or lessor of Landlord, any beneficiary, purchaser or prospective purchaser of the third party for Building or any interest therein, or by anyone to whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rightsmay provide said certificate.

SUBORDINATION; ESTOPPEL CERTIFICATES. Section 12.1 This lease, and the rights of (a) Tenant under accepts this lease, are Lease subject and subordinate in all respects 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 present existing recorded restrictions, covenants, easements and future underlying leases of agreements with respect to the Real PropertyOffice Park, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on or any Superior Lease or on the Building and/or the Real Property including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”)part thereof, and all advances under any Mortgageamendments, modifications and restatements thereof, and all replacements and substitutions therefor. This Section The subordination created hereby is self- intended to be self-operative and no further instrument shall be required to effect such subordination of subordination is requiredthis Lease. Nevertheless, Tenant shall, within fifteen (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”) agrees to execute such documents as Landlord may request to evidence and memorialize such subordination. Section 12.2 . If Tenant fails to execute any Mortgagee or any Superior such requested documentation within ten (10) days after Landlord's request therefor, Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease in lieu of foreclosure succeeds Tenant's name and on Tenant's behalf to the rights 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 leaseLease shall be transferred by reason of exercise of a power of sale, then at foreclosure or other proceeding for enforcement of any mortgage or deed to secure debt on the request of samePremises, Tenant shall attorn 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 Mortgageemortgage or deed to secure debt), Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. its landlord. (b) Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, at any time and from time to time, within fifteen ten (1510) days following its receipt of a after request from the other partyLandlord, signor from any mortgagee or lessor of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to the requesting party or any other person designated by that party a certification (a) extent true, that this lease Lease is in full force and effect and has not been modified unmodified (or, if modifiedthere have been modifications, setting forth all that the same is in full force and effect as modified and stating the modifications), (b) stating ; that the date Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (c30) stating whether days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or nothas been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to its actual knowledgethe knowledge of Tenant, the other party Landlord is not then in default of its obligations under this lease Lease; and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, and (d) stating to its actual knowledge, any such other factual matters as may be reasonably requested by the other party Landlord or any person designated by mortgagee or lessor of Landlord. If Tenant fails to so execute, acknowledge and deliver such certificate within ten (10) days after request from Landlord, or any mortgagee or lessor of Landlord, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf. Tenant hereby appoints Landlord as Tenant's agent and attorney-in-fact for the other partypurpose of executing, acknowledging and delivering such certificate. Such power of attorney is coupled with an interest and shall be irrevocable. Any certification delivered pursuant to this Section such certificate may be relied upon by Landlord, any mortgagee or lessor of Landlord, any beneficiary, purchaser or prospective purchaser of the third party for Building or any interest therein, or by anyone to whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rightsmay provide said certificate.