Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds or other financing or, refinancing installments that may now or in the future be placed on the Property, and other encumbrances against the Building or Project, to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time, within twenty (20) days of any Security Agreement, Tenant, upon request, execute a confirmation of such subordination in the form required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall attornbe deemed to be prior in lien to such ground lease, without deduction mortgage or set-offtrust deed. Tenant shall, within twenty (20) days of request, deliver to the Security Holder Landlord, or purchaser to any party providing financing to Landlord, or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Leasea prospective purchaser, without material modification, as a direct lease between Tenant, as tenant, and information reasonably required by such party, as landlordincluding without limitation current financial statements and estoppel certificates in a form satisfactory to such party, failing which Tenant shall be in default of this Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the twenty (20) day time period provided that such party agreesherein, subject and if Tenant has not objected to the terms Certificate within such time, then in addition to any other right or remedy of Landlord, Tenant hereby appoints Landlord as its attorney-in-fact to execute and deliver any such subordination or estoppel certificate on Tenant’s behalf. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of the Building, the Property, 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 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially in reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasersform.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the future be placed on the Building or Projectthe Property, and to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time, within ten (10) business days of any Security Agreement, Tenant, upon written request, execute a confirmation of such subordination in the form reasonably required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall attornbe deemed to be prior in lien to such ground lease, without deduction mortgage or set-offtrust deed. Tenant shall, within ten (10) business days of written request, deliver to the Security Holder Landlord, or purchaser to any party providing financing to Landlord, or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Leasea prospective purchaser, without material modification, as a direct lease between Tenant, as tenant, and information reasonably required by such party, including without limitation current financial statements and estoppel certificates in a form reasonably required by such party, failing which Tenant shall be in default of this Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the ten (10) business day time period provided herein, then in addition to any other right or remedy of Landlord, Tenant hereby appoints Landlord as landlordits attorney-in-fact to execute and deliver any such subordination or estoppel certificate on Tenant's behalf. Any such subordination or estoppel certificate, provided that such party agreesdelivered pursuant hereto may be relied upon by any owner, subject prospective purchaser, mortgagee or prospective mortgagee of the Building, the Property, or Landlord's interest therein. Landlord will use best efforts to the terms of obtain a non-disturbance agreement that satisfies clause (cfrom its existing lender and any future lender(s) 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 on such party, as landlord, and Tenant, as tenant. Within 10 days after Landlord’s request, Tenant shall execute such further lender's commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasersform.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the Building or future be placed on the Project, and to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time, within ten (10) days of any Security Agreement, Tenant, upon request, execute a confirmation of such subordination in the form required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall attornbe deemed to be prior in lien to such ground lease, without deduction mortgage or set-offtrust deed. Tenant shall, within ten (10) days of request, deliver to the Security Holder Landlord, or purchaser to any party providing financing to Landlord, or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Leasea prospective purchaser, without material modification, as a direct lease between Tenant, as tenant, and information reasonably required by such party, as landlord, provided that such party agrees, subject including without limitation current financial statements and estoppel certificates in a form satisfactory 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. Within 10 days after Landlord’s request, failing which Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority be in default of this Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the ten (10) day time period provided herein, then in addition to any Security Agreement. Tenant waives any other right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after remedy of Landlord’s request, Tenant shall hereby appoints Landlord as its attorney-in-fact to execute and deliver to Landlord a commercially reasonable any such subordination or estoppel certificate in favor on Tenant's behalf. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of such parties as Landlord may reasonably designatethe Building, including current and prospective Security Holders and prospective purchasersthe Property, or the Project or Landlord's interest therein.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. , Upon any termination or foreclosure (or any delivery of a deed in lieu lien of foreclosure) of any Security Agreement, . Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Lease, without material modification, Lease 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, agrees to recognize Tenant’s rights as tenant hereunder and continue this lease as a direct lease between such party, as landlord, and Tenant as tenant (provided, however, that such party shall not be (i) bound by any payment of Rent for more than one (1) month in advance; (ii) liable for (A) the return of any security deposit, letter of credit or other collateral, except to the extent it was received by such party, or (B) any act, omission, representation, warranty of default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant might have against any prior landlord (including Landlord); provided further, however, that nothing in the preceding clauses (ii)(B) or (iii) shall limit the liability of such party for any default by such prior landlord to the extent it continues following the acquisition of such prior landlord’s interest hereunder by such party, unless such default consists of (x) a breach of an obligation relating to the design, construction, or repair of any defect in any Leasehold Improvements or other improvements to the Building, or (y) a failure to disburse, pay or reimburse any funds to Tenant, as tenant). Within 10 days after request by Landlord’s request, . Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, . Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Tenant agrees that this Lease is and shall be remain subject and subordinate to all existing present and future ground or underlying leases, mortgages, trust deeds to secure debt or other security instruments, including all advances, amendments, modifications, renewals, consolidations and other encumbrances against extensions thereof (the “Security Deeds”) affecting the Building or Projectthe Premises. The terms of this provision shall be self-operative and no further instrument or subordination shall be required. Tenant, all renewalshowever, extensionsupon request of any party in interest shall, modificationswithin ten (10) days after written request, consolidations execute and replacements thereof (eachdeliver to such interested party such certificate or certificates in writing as may be requested, a “Security Agreement”), and all advances made upon showing the security subordination of such mortgages or trust deeds, unless in each case the holder of Lease to such Security Agreement Deeds. In addition, Tenant shall, within ten (each, a “Security Holder”10) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon days after written request, shall attornat any time and from time to time execute, 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute acknowledge and deliver to Landlord a commercially reasonable estoppel certificate written statement addressed to Landlord, any mortgagee or assignee of Landlord’s interest in, or purchaser of, the Building or any portion thereof, certifying as follows: (i) that this Lease is unmodified and in favor full force and effect (or if there has been modification thereof, that the same is in full force and effect as modified and stating the nature thereof); (ii) that to the best of its knowledge there are no uncured defaults on the part of Landlord (or if any such parties default exists, the specific nature and extent thereof); (iii) that there are no defenses or offsets against the enforcement of the Lease (or stating those claimed by Tenant); (iv) the date to which any rents and other charges have been paid in advance, if any; and (v) such other matters as Landlord or such mortgagee, assignee or purchaser may reasonably designaterequest. Any such certificate or statement shall, including current at Landlord’s request, be in recordable form and prospective Security Holders be recorded in the public records, and prospective purchasersmay be relied upon by Landlord, any mortgagee, proposed mortgagee, assignee, purchaser and any other party to whom such certificate or statement is addressed. Tenant’s failure to execute such certificate or statement within ten (10) days after written request shall constitute an immediate default by Tenant hereunder, without the requirement of any further notice, grace period or cure period. Should Landlord encumber the property, Landlord will provide Tenant with a reasonably acceptable non-disturbance agreement. Should Tenant require an Estoppel from Landlord, Landlord will furnish a document reasonably acceptable to Landlord and Tenant.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder 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 agreesagrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within ten (10) business days following a request in writing by Landlord or Tenant, subject the recipient (the “Recipient”) shall execute, acknowledge and deliver to the terms requesting party (the “Requesting Party”) an estoppel certificate, which, as submitted, shall be substantially in the form attached hereto as Exhibit I, or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof, or any assignee or sublessee, indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by the Requesting Party or Landlord’s mortgagee or prospective mortgagee or Tenant’s Transferee, as the case may be. Landlord shall use commercially reasonable efforts to obtain a similar estoppel certificate from the Master Lessee upon Tenant’s request. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project or by assignee or sublessee or purchaser of Tenant’s business. Tenant’s receipt of a commercially reasonable subordination, non-disturbance and attornment agreement from any future Security Holder shall be a condition precedent to Tenant’s obligation to subordinate this Lease to any future Security Agreement. The Recipient shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. The failure of Tenant or Landlord, as the case may be, to timely execute, acknowledge and deliver such estoppel certificate or other instruments, upon an additional five (5) business days’ notice from the Requesting Party advising the other party of the consequences of a non-disturbance agreement that satisfies clause (c) response, shall constitute an acceptance of the second sentence of Section 17.2 premises stated therein 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence an acknowledgment by the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable other party that statements included in the estoppel certificate in favor of such parties as Landlord may reasonably designateare true and correct, including current and prospective Security Holders and prospective purchaserswithout exception.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This In consideration of the execution of this Lease shall be by Landlord, Tenant accepts this Lease subject to any deeds of conveyance and subordinate to all existing and future ground or underlying any deeds of trust, master leases, mortgages, trust deeds security interests or mortgages and other encumbrances against the Building or Project, all renewals, modifications, extensions, modifications, consolidations and replacements thereof (each, of the foregoing which might now or hereafter constitute a “Security Agreement”), and all advances made lien upon the security Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the property. Although no instrument or act on the part of Tenant shall be necessary to effectuate such mortgages subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the forms(s) prescribed by Landlord, execute any instruments, estoppel certificates, release or trust deeds, unless in each case the other documents that may be requested or required by any purchaser or any holder of such Security Agreement (each, a “Security Holder”) requires in writing that any superior interest for the purposes of subjecting and subordinating this Lease be to such deed or conveyance or to the lien of any such deed of trust, master lease, security interest, mortgage, or superior theretointerest. Upon Tenant hereby appoints Landlord attorney in fact, irrevocably, to execute and deliver any termination such instrument or document for Tenant should Tenant fail or refuse to do so within ten (10) days of Landlord's written request for such instrument or document. In the event the Building is sold or subjected to foreclosure (proceedings, Tenant shall attorn to the purchaser and recognize same as Landlord under this Lease. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any delivery mortgage or deed of trust made by landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure or to the grantee of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto foreclosure and shall recognize such party purchase or grantee as the lessor hereunder and agree to continue Landlord under 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This At the option of Landlord, Tenant agrees that this Lease shall be remain subject and subordinate to all existing present and future ground or underlying leases, mortgages, trust deeds and to secure debt or other encumbrances against security instruments (the "Security Deeds") affecting the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)the Premises, and all advances made upon the security of such mortgages or trust deedsTenant shall, unless in each case the holder of such Security Agreement within ten (each, a “Security Holder”10) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon days after written 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. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel such certificate or certificates in favor of such parties writing as Landlord may request, showing the subordination of the Lease to such Security Deeds. In addition, Tenant shall, within ten (10) days after written request, at any time and from time to time execute, acknowledge and deliver to Landlord a written statement addressed to Landlord, any mortgagee or assignee of Landlord's interest in, or purchaser of, the Building or any portion thereof, certifying as follows: (i) that this Lease is unmodified and in full force and effect (or if there has been modification thereof, that the same is in full force and effect as modified and stating the nature thereof); (ii) that to the best of its knowledge there are no uncured defaults on the part of Landlord (or if any such default exists, the specific nature and extent thereof); (iii) that there are no defenses or offsets against the enforcement of the Lease (or stating those claimed by Tenant); (iv) the date to which any rents and other charges have been paid in advance, if any; and (v) such other matters as Landlord or such mortgagee, assignee or purchaser may reasonably designaterequest. Any such certificate or statement shall, including current at Landlord's request, be in recordable form and prospective Security Holders be recorded in the public records, and prospective purchasersmay be relied upon by Landlord, any mortgagee, proposed mortgagee, assignee, purchaser and any other party to whom such certificate or statement is addressed. Tenant's failure to execute such certificate or statement within thirty (30) days after written request shall constitute an immediate default by Tenant hereunder, without the requirement of any further notice, grace period or cure period.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the Building or future be placed on the Project, and to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Landlord under the Lease. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time, within ten (10) business days of any Security Agreement, Tenant, upon request, execute a confirmation of such subordination in the form reasonably required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall attornbe deemed to be prior in lien to such ground lease, without deduction mortgage or set-offtrust deed. Tenant shall, within ten (10) business days of request, deliver to the Security Holder Landlord, or purchaser to any party providing financing to Landlord, or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Leasea prospective purchaser, without material modification, as a direct lease between Tenant, as tenant, and information reasonably required by such party, as landlord, provided that such party agrees, subject including without limitation current financial statements (only to the terms extent such statements have been provided to the SEC if Tenant is a publicly traded company) and estoppel certificates in a form satisfactory to such party. Any such subordination or estoppel certificate, delivered pursuant hereto may be relied upon by any owner, prospective purchaser, mortgagee or prospective mortgagee of the Building, the Property, or the Project or Landlord’s interest therein. Landlord shall provide to Tenant with a subordination and non-disturbance agreement from Landlord’s current (as of the date this Lease is executed by Landlord) lender within ten (10) business days following the execution of this Lease by Landlord. Such subordination and non-disturbance agreement shall be on the lender’s standard form (the “Form SNDA”), attached hereto as Exhibit “G” and incorporated herein by this reference. Upon receipt of a written request from Tenant, Landlord shall use commercially reasonable efforts to obtain a non-disturbance agreement that satisfies clause (c) of the second sentence of Section 17.2 and is otherwise commercially reasonable, to recognize in Tenant’s rights as tenant hereunder and continue this lease as a direct lease between favor from any subsequent lender on such partylender’s standard form, as landlord, and Tenant, as tenant. Within 10 days after Landlord’s request, provided that if such non-disturbance agreement is not received then Tenant shall execute not be obligated to deliver a subordination agreement to such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchaserslender.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds of trust, deeds to secure debt, and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages mortgages, deeds of trust or trust deedsdeeds to secure debt, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security AgreementAgreement (a “Succession”), Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party (the “Successor”) as the lessor hereunder if the Successor agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and agree otherwise performs its obligations hereunder; provided, however, that the Successor shall not be liable for or bound by (i) any payment of Rent made to continue this LeaseLandlord more than 30 days before its due date, without material modification, as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees, (ii) any act or omission of or default by Landlord hereunder (but the Successor shall be subject to Landlord’s continuing obligations hereunder to the terms of a non-disturbance agreement that satisfies clause (c) extent arising after the Succession and to the extent of the second sentence of Section 17.2 and Successor’s interest in the Property), (iii) any credits, claims, setoffs or defenses that Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which the Security Holder’s consent is otherwise commercially reasonablerequired, but has not been obtained, under the Security Agreement, or (v) any obligation hereunder to recognize Tenant’s rights as tenant hereunder and continue this lease as maintain a direct lease between such party, as landlord, and Tenant, as tenantfitness facility at the Building. Within 10 days after request by Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to confirm such attornment and evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds, deeds to secure debt, and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security AgreementAgreement (a “Succession”), Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party (the “Successor”) as the lessor hereunder if the Successor agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and agree otherwise performs its obligations hereunder; provided, however, that the Successor shall not be liable for or bound by (i) any payment of Rent made to continue this LeaseLandlord more than 30 days before its due date, without material modification, as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees, (ii) any act or omission of or default by Landlord hereunder (but the Successor shall be subject to Landlord’s continuing obligations hereunder to the terms of a non-disturbance agreement that satisfies clause (c) extent arising after the Succession and to the extent of the second sentence of Section 17.2 and Successor’s interest in the Property), (iii) any credits, claims, setoffs or defenses that Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which the Security Holder’s consent is otherwise commercially reasonablerequired, but has not been obtained, under the Security Agreement, or (v) any obligation hereunder to recognize Tenant’s rights as tenant hereunder and continue this lease as maintain a direct lease between such party, as landlord, and Tenant, as tenantfitness facility at the Building. Within 10 days after request by Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to confirm such attornment and evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease is and shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and or other encumbrances against financing or, refinancing instruments that may now or in the Building or future be placed on the Project, and to all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”)replacements, and all advances made upon extensions of same and Tenant shall attorn to any purchaser, to the security of such mortgages purchaser at any foreclosure, or trust deeds, unless in each case to the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery grantee of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or and recognize such purchaser or any successor thereto and shall recognize such party grantee as Landlord under the lessor hereunder and agree to continue this Lease, without material modification, as a direct lease between Tenant, as tenant. Such subordination is self-operative, and no further instruments shall be required to effect same. However, if requested by Landlord, Tenant shall promptly from time to time within ten (10) days of request execute a confirmation of such subordination in the form required by Landlord. If any ground lessor, mortgagee or trustee notifies Tenant that it elects to have the Lease be a prior lien, then this Lease shall be deemed to be prior in lien to such ground lease, mortgage or trust deed. Tenant shall within ten (10) days of request deliver to Landlord, or to any party providing financing to Landlord, or to a prospective purchaser, information reasonably required by such party, as landlord, provided that such party agrees, subject including without limitation current financial statements and estoppel certificates in a form satisfactory 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. Within 10 days after Landlord’s request, failing which Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority be in default of this Lease without further notice or cure period. If Tenant does not deliver any subordination or estoppel certificate within the time limited herein, then in addition to any Security Agreement. Tenant waives any other right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after remedy of Landlord’s request, Tenant shall hereby appoints Landlord as its attorney-in-fact to execute and deliver to Landlord a commercially reasonable any such subordination or estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchaserson Tenant’s behalf.

SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Except as set forth in Section 17.2 to the contrary, this Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder 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 agrees not 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 disturb Tenant’s rights occupancy so long as tenant hereunder Tenant timely pays the Rent and continue this lease as a direct lease between such party, as landlord, and Tenant, as tenantotherwise performs its obligations hereunder. Within 10 days after request by Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers., provided that, except in the case of a proposed sale or transfer of the Building and/or land thereunder, Landlord shall not request from Tenant such estoppel certificate more than twice in any calendar year. Within 10 business days after Tenant’s request, Landlord shall execute and deliver to Tenant a commercially reasonable estoppel certificate in favor of such parties as Tenant may reasonably designate, including current and prospective assignee’s of Tenant’s interest under this Lease, provided that Tenant shall not request from Tenant such estoppel certificate more than twice in any calendar year. Notwithstanding the foregoing, Landlord will use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s current Mortgagee (as hereinafter defined) on such Mortgagee’s current standard form of agreement. “Commercially reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Commercially reasonable efforts shall, however, require Landlord to: (i) provide Mortgagee with a request to provide Tenant with a SNDA in accordance with the terms of Landlord’s Security Agreement with the Mortgagee; (ii) promptly provide the Mortgagee with such back-up documentation and other information as the Mortgagee shall request, including, without limitation, a summary of the terms of this Lease, Tenant financial information, and a relevant market information; (iii) periodically follow-up with Mortgagee about the status of Mortgagee’s approval of the SNDA; and (iv) if Mortgagee refuses to enter into an SNDA, inquire as to the reasons for such disapproval. As used herein, the term “