Tenant Form LENDER AND TENANT ISSUES WITH ESTOPPELS AND SUBORDINATION AGREEMENTS

Tenant Form LENDER AND TENANT ISSUES WITH ESTOPPELS AND SUBORDINATION AGREEMENTS Shopping Center Developer, Inc. ("Developer") develops regional shopping centers in the San Diego area. After successful construction of a center Developer has obtained a take-out loan from a New York conduit lender ("Lender"). We are acting as counsel for the Lender in this transaction. One of the conditions to the funding of the loan is that Developer deliver to Lender a tenant estoppel and a Subordination, Non-disturbance and Attornment agreement ("SNDA") from the largest retail outlet in the shopping center ("Tenant"). Developer delivers the Lenders form of both the estoppel and the SNDA to the Tenant who refuses to sign them and instead delivers to Developer its own forms of estoppel and SNDA. Developer forwards the Tenant forms to the Lender, but the Lender refuses to accept them. Developer's counsel tells us that he knows nothing about estoppels and SNDA's and wants us to negotiate directly with the Tenant to satisfactorily resolve the differences. Although it is the Developer's counsel's responsibility to reconcile the two views, we agree to assist by negotiating with the Tenant's in-house legal staff. The forms of Lender's and Tenant's estoppel and SNDA are attached as exhibits A and B, respectively, to this hypothetical. Issues that you should focus on are as follows: A. Tenant Estoppel: 1. Assume that the Tenant erroneously overstates the rent on the premises by 50%. What effect does that have on the Tenant form of estoppel and on the Lender form of estoppel? Does paragraph no. 7 of the Tenant estoppel solve the Tenant's problem? Also the last paragraph of the estoppel that says, in the event of a conflict between the Lease and the estoppel, the Lease prevails. The Lender will not want either of those provisions in the estoppel; is there a middle ground that both the Tenant and the Landlord can agree upon? 2. Assume that Tenant has an option to purchase the property from the Landlord but signs an estoppel with no mention of the option. The option was granted by an amendment to the Lease. Assume that the Lender was given a copy of the amendment but did not review it. Is the Lender bound by the option provision if it forecloses on the property? (Assume that the lease predates the mortgage). Would the answers to your questions be different if the Tenant signed its own estoppel instead of the Lender form? 3. Would your answers to either of the above questions be different if the estoppel did not state that the Tenant was certifying the facts? See California Evidence Code Section 622 which states that the facts set forth in a written instrument are conclusively deemed to be true as between the parties thereto and their successors and assigns. B. SNDA 1. If Lender were to agree to the provisions of paragraph 5 of the Tenant SNDA, what effect does that have on Lender's future obligations with regard to the Lease? Specifically, would the Lender be liable for breaches of the lease that occur after the Lender has sold the property? Compare this provision to paragraph 8 of the Lender's form of SNDA. A0045-136/9-8-04/bwh/ams

2. Paragraph 5 of the Tenant SNDA states that the Lease shall prevail in the event of any conflict between the Lease and the Mortgage. What is the effect of that provision? Should the Lender agree to this in case of condemnation or material damage from casualty to the property? 3. What is effect of section 6 of the Tenant SNDA which the Lender agrees that all of the improvements on the property shall remain in Tenant? Can and should a Lender agree to this? 4. If Tenant and Lender cannot agree on the form of the SNDA would it be better for the Lender to dispense with the SNDA and just place its lien on the property subject to the Lease? Note that in many states Leases are covenants running with the land and the successor to a lease who has not signed the original lease or assumed the obligations of the Lease is not personally liable for the obligations thereunder unless and until the successor takes possession of the property and will remain liable only until the possession of the property is terminated by a future sale of the property. In such a case how would the Lender receive notices of defaults by Landlord under the Lease? A0045-136/9-8-04/bwh/ams -2-

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT executed on the date(s) indicated on each acknowledgment, but to be effective as of, 20, among, a corporation (hereinafter referred to as "Lender"), (hereinafter referred to as "Tenant"), and (hereinafter referred to as "Landlord"). S T A T E M E N T O F B A C K G R O U N D Landlord and Tenant have entered into that certain lease (hereinafter referred to as the "Lease") dated, amended, relating to the premises described therein (hereinafter referred to as the "Premises") and being part of the Property (as hereinafter described). Lender has made or has committed to make a loan to Landlord in the approximate principal amount of $ secured by a mortgage or deed of trust (hereinafter referred to as the "Mortgage") and an assignment of leases and rents from Landlord to Lender covering certain property described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Property") including the Premises. Tenant has agreed that the Lease shall be subject and subordinate to the Mortgage held by Lender, provided Tenant is assured of continued occupancy of the Premises under the terms of the Lease; S T A T E M E N T O F A G R E E M E N T For and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Lease to the contrary, it is hereby agreed as follows: 1. Lender, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options (including options to acquire or lease all or any part of the Premises), liens and charges created thereby, is and shall continue to be subject and subordinate in all respects to the Mortgage and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder. 2. Lender does hereby agree with Tenant that, in the event Lender becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) nor shall Lender be liable for any act or omission of any prior landlord (including Landlord), nor shall Lender be bound by any rent or additional A0045-136/9-8-04/bwh/ams -3-

rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord) nor shall it be bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy. 3. Tenant does hereby agree with Lender that the Lease is and shall be subordinate to the lien of the Mortgage and that, in the event Lender becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Lender as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. Tenant further covenants and agrees to execute and deliver upon request of Lender an appropriate agreement of attornment to Lender and any subsequent titleholder of the Premises. 4. Tenant acknowledges that Landlord will execute and deliver to Lender an assignment of the Lease as security for said loan, and Tenant hereby expressly consents to such assignment. Tenant agrees to notify Lender of any default(s) by Landlord under the Lease; Lender shall have the same right to cure such default(s) as is provided to Landlord under the Lease. 5. Lender shall have no obligation or incur any liability with respect to the construction or completion of the improvements in which the Premises are located or for completion of the Premises or any improvements for Tenant's use and occupancy. Lender shall have no obligations nor incur any liability with respect to any warranties of any nature whatsoever, including, without limitation, any warranties respecting use, compliance with zoning, hazardous wastes or environmental laws, Landlord's title, Landlord's authority, habitability, fitness for purpose or possession. In the event that Lender shall acquire title to the Premises [or the Property], Lender shall have no obligation, nor incur any liability, beyond Lender's then equity interest, if any, in the Premises, and Tenant shall look exclusively to such equity interest of Lender, if any, in the Premises for the payment and discharge of any obligations or liability imposed upon Lender hereunder, under the Lease or under any new lease of the Premises. 6. If any portion or portions of this Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative. 7. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located. 8. Lender shall not, either by virtue of the Mortgage, the Assignment of Leases or this Agreement, be or become a mortgagee in possession or be or become subject to any liability or obligation under the Lease or otherwise until Lender shall have acquired the A0045-136/9-8-04/bwh/ams -4-

interest of Landlord in the Premises, by foreclosure or otherwise, and then such liability or obligation of Lender under the Lease shall extend only to those liability or obligations accruing subsequent to the date that Lender has acquired the interest of Landlord in the Premises as modified by the terms of this Agreement. 9. Any and all notices, elections, approvals, consents, demands, requests and responses thereto ("Communications") permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been properly given and shall be effective upon the earlier of receipt thereof or deposit thereof in the United States mail, postage prepaid, certified with return receipt requested, to the other party at the address of such other party set forth hereinbelow or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance herewith; provided, however, that the time period in which a response to any Communication must be given shall commence on the date of receipt thereof; and provided further that no notice of change of address shall be effective with respect to Communications sent prior to the time of receipt thereof. Any notice, if given to Lender, must be addressed as follows, subject to change as provided hereinabove: Lender: and, if given to Tenant, must be addressed as follows, subject to change as provided hereinabove: and, if given to Landlord, must be addressed as follows, subject to change as provided hereinabove: 10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-title and assigns. When used herein, the term "Landlord" refers to Landlord and to any successor to the interest of Landlord under the Lease, and the term "Lender" refers to Lender and to any successor-in-interest of Lender under the Mortgage. 11. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties A0045-136/9-8-04/bwh/ams -5-

hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A0045-136/9-8-04/bwh/ams -6-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal to be effective as of the date set forth in the first paragraph hereof. LENDER:, a corporation By: Name: Title: A0045-136/9-8-04/bwh/ams -7-

TENANT:, a corporation By: Name: Title: (CORPORATE SEAL) STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared,, of, a(n), TENANT in the foregoing, and (s)he acknowledged that (s)he did sign said instrument for and on behalf of said, as the voluntary act and deed of said, for all the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my notarial seal on this day of, 20. Notary Public Commission Expiration Date: A0045-136/9-8-04/bwh/ams -8-

LANDLORD:, a corporation By: Name: Title: STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared,, of, a(n), TENANT in the foregoing, and (s)he acknowledged that (s)he did sign said instrument for and on behalf of said, as the voluntary act and deed of said, for all the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my notarial seal on this day of, 20. Notary Public Commission Expiration Date: A0045-136/9-8-04/bwh/ams -9-

, as guarantor of the obligations of Tenant under the Lease, has executed this Agreement under seal for the purpose of acknowledging and consenting to the same and confirming to Lender the ongoing existence and enforceability of Guarantor's guaranty obligation. GUARANTOR: Name: The undersigned, or holder of that certain Mortgage instrument entitled, dated, hereby enters into this Agreement for the purpose of subordinating its interest in the Property and all improvements and fixtures thereon, to the interests of Lender. The foregoing shall be binding upon the undersigned to the same extent as the Tenant. LEASEHOLD MORTGAGE LENDER: Name: A0045-136/9-8-04/bwh/ams -10-

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ALLEN MATKINS LECK GAMBLE & MALLORY LLP 333 Bush Street, Seventeenth Floor San Francisco, California 94104-2806 Attention: (Space Above For Recorder's Use) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") is made as of the day of, 2004, between, a California limited liability company ("Landlord"),, a Delaware corporation ("Tenant"), and, a Delaware corporation ("Lender"). R E C I T A L S : A. Tenant is the holder of a leasehold interest in that certain real property together with all easements, rights and appurtenances thereto located in the City of, County of, State of California ("Leased Premises") pursuant to that certain Shopping Center Ground Lease dated as of, between _, as landlord, and Tenant. The Shopping Center Ground Lease as it may have been amended from time to time shall hereafter be referred to as the "Lease"; and B. The Leased Premises are part of a larger tract of land located in the City of, County of, State of California, legally described in Schedule I attached hereto and incorporated herein by this reference ("Shopping Center"); and C. Lender has made or has agreed to make a loan to Landlord in the maximum principal amount of $, which loan shall be secured by that certain Deed of Trust encumbering all or a part of the Shopping Center, dated as of, 2004, and recorded on, 2004, as Instrument No., Public Records of Riverside County, California ("Mortgage"); and D. The parties desire to subordinate the Lease to the Mortgage and to establish certain rights-of quiet and peaceful possession to the Leased Premises for Tenant's benefit together with certain obligations of attornment, all in the manner hereafter provided. The foregoing recitals are incorporated into and made an integral part of this Agreement. A0045-136/9-8-04/bwh/ams -11-

A G R E E M E N T : NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed between the parties as follows: A. Subject to the terms and conditions set forth in this Agreement, the Tenant agrees that the Lease is and shall at all times be subordinate to the Mortgage. 12. Lender agrees that, if no default exists under the Lease which at such time would then permit Landlord to terminate the Lease or to exercise any dispossessory remedy provided for therein, (a) Tenant will not be made a party in any action or proceeding to foreclose the Mortgage or to remove or evict Landlord from the Leased Premises or from any part of the Shopping Center; (b) Tenant will not be evicted or removed from the Leased Premises or from any part of the Shopping Center nor will its possession or right to possession of the Leased Premises or of any part of the Shopping Center under the Lease for the term thereof (including any and all extensions or renewals thereof effected in accordance with any option therefor in the Lease) be terminated or disturbed or in any way interfered with by any action taken by Lender to enforce any rights or remedies under the Mortgage; and (c) Lender, upon succeeding to Landlord's interest in the Leased Premises, will recognize the Lease and Tenant as its direct tenant under the Lease for the full term thereof (including any and all extensions or renewals thereof effected in accordance with any option therefor in the Lease), and will be bound by and perform all of the obligations of Landlord set forth in the Lease as if said person were originally named therein as the landlord thereunder. 13. In the event that the Lender or any other person acquires title to the Leased Premises pursuant to the exercise of any remedy provided for in the Mortgage or under the law of the state where the Leased Premises is located, the Lease shall not be terminated or affected by said foreclosure or sale resulting from any such proceeding and the Lender hereby covenants that any sale by it of the Leased Premises pursuant to the exercise of any rights and remedies under the Mortgage or otherwise shall include the assumption by the purchaser or grantee of the Lease and the obligations of the Landlord thereunder. 14. Tenant agrees that, if the interest of Landlord in the Leased Premises shall be transferred to and owned by Lender by reason of foreclosure or other proceeding brought by it under any present or future lien against Landlord's interest in the Leased Premises, or by any other manner, Tenant shall be bound to the Lender under all of the terms, covenants, conditions and agreements set forth in the Lease for the balance of the term thereof remaining (including any and all extensions or renewals thereof effected in accordance with any option therefor in the Lease) with the same force and effect as if Lender were originally named therein as the landlord thereunder, and Tenant does hereby agree to attorn to Lender as its landlord thereunder so as to establish direct privity of estate and contract between Lender and Tenant, said attornment to be effective and self-operative without the execution of any further instrument on the part of either of the parties hereto immediately upon Lender succeeding to the interest of Landlord in the Leased Premises. A0045-136/9-8-04/bwh/ams -12-

The parties acknowledge and agree that the Mortgage provides that, under certain circumstances, Lender shall be entitled to collect, receive and demand payment of all or any part of the rent and other sums due and payable to Landlord under the Lease to Lender. The parties agree that: (a) Tenant shall be under no obligation to pay rent or any other sums due and payable to Landlord under the Lease to Lender until such time as Tenant receives written notice from Lender demanding payment of said amounts to Lender; (b) Tenant shall be entitled to rely on any such written notice from Lender and shall not incur any liability to Landlord as a result of such reliance notwithstanding the existence of any dispute between Landlord and Lender with respect to the existence of any default or the satisfaction of any condition under the Mortgage or any other document executed in connection with the transaction which is the subject of the Mortgage which would entitle Lender to collect, receive or demand payment of said amounts from tenant; (c) all amounts paid by Tenant to Lender shall be credited toward Tenant's corresponding obligations under the Lease; and (d) all of Lender's rights described in this sentence shall be subject to all of Tenant's rights and remedies set forth in the Lease including, without limitation, the right of offset against rent. 15. Lender hereby ratifies, confirms, approves, and at such time, if any, as Lender succeeds to the Landlord's interest in the Leased Premises, assumes and agrees to be bound by each and every term, covenant, condition and agreement contained in the Lease as if each thereof were set forth herein at length, and each of said terms, covenants, conditions and agreements shall inure to the benefit of and be enforceable by Tenant, its successors and assigns, including, without limitation, the mortgagee or beneficiary under any mortgage or deed of trust on Tenant's interest in the Lease or the Leased Premises, its successors and assigns. Lender covenants and agrees that in the event of a conflict, whether in the express provisions or by reason of variation in inclusion of provisions, between the Mortgage and the Lease, the provisions of the Lease shall govern for all purposes. Lender hereby acknowledges and agrees that, with respect to any assignment of rents contained in the Mortgage as it applies to the Lease between Landlord and Tenant, said assignment shall apply only to the rent which Landlord is entitled to receive pursuant to the Lease. 16. Lender agrees that fee title to all improvements constructed on the Leased Premises, together with all additions, alterations and improvements thereto, even though a part of the realty, shall be and remain in Tenant, and shall not be subject to the lien of the Mortgage during the term of the Lease and that all condemnation awards and insurance proceeds payable with respect to the Leased Premises shall be paid to Tenant. Lender further agrees that all condemnation awards and insurance proceeds payable to Landlord or Lender with respect to the Leased Premises or the Shopping Center shall be paid and applied to restoration of the Leased Premises and the Shopping Center in accordance with the provisions for condemnation and casualty under the Lease. In no event shall the lien of the Mortgage affect or constitute a lien or charge on any fixtures, equipment or personal property owned by Tenant, and Tenant may remove any of its fixtures, equipment or personal property from the Leased Premises in accordance with the provisions of the Lease. A0045-136/9-8-04/bwh/ams -13-

17. For the purpose of this Agreement: (a) the term "Lease" shall be deemed to include the Lease as described above in Recital A along with all amendments, modifications and supplements thereto; provided, however, that no such amendment, modification or supplement shall be binding on Lender without Lender's written consent, which consent shall not be unreasonably withheld or delayed; (b) the term "foreclosure" shall be deemed to include the acquisition of Landlord's interest in the Leased Premises by foreclosure or pursuant to the exercise of any power of sale contained in the Mortgage, or by deed (or assignment) given in lieu of, or in anticipation of, foreclosure or the exercise of any such power of sale, or by any other means whatsoever; and (c) the term "Lender" shall be deemed to include anyone who succeeds to Landlord's interest in the Leased Premises pursuant to the Mortgage including, without limitation, any purchaser at foreclosure or pursuant to the exercise of any power of sale contained in the Mortgage, or any grantee of a deed (or assignment) given in lieu of, or in anticipation of, foreclosure or the exercise of any such power of sale. 18. If any term, covenant, condition or agreement contained in this Agreement or the application thereof to any person, firm or entity shall at any time or to any extent be deemed or found to be invalid or unenforceable by operation of law, judicial proceedings or otherwise, the remainder of this Agreement or the application of such term, covenant, condition or provision to persons or entities or to circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each remaining term, covenant, condition or provision of this Agreement or the application thereof shall be valid and enforced to the fullest extent permitted by law. 19. All notices given pursuant to this Agreement shall be in writing and shall be given by personal delivery, by United States registered or certified mail, or by United States express mail or other established express delivery service (such as Federal Express), postage or delivery charge prepaid, return receipt requested, addressed to the appropriate party at the address set forth below. Landlord: Tenant: Lender: The person and address to which notices are to be given may be changed at any time by any party upon written notice to the other party. All notices given pursuant to this Agreement shall A0045-136/9-8-04/bwh/ams -14-

be deemed given upon receipt. For the purpose of this Agreement, the term "receipt" shall mean any of the following: (a) the date of delivery of the notice or other document to the address specified above as shown on the return receipt; (b) the date of actual receipt of the notice or other document by the person or entity specified pursuant to this section; or (c) in the case of refusal to accept delivery or inability to deliver the notice or other document, the earlier of: (i) the date of the attempted delivery or refusal to accept delivery; (ii) the date of the postmark on the return receipt; or (iii) the date of receipt of notice of refusal or notice of nondelivery by the sending party. Lender agrees that, upon satisfaction of the Mortgage, Lender shall notify Tenant of such satisfaction at the address shown in this paragraph. 20. If any litigation is commenced between the parties hereto concerning this Agreement or the rights or obligations of any party in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for its attorney's fees in such litigation (including any appeal thereof), which sum shall be determined by the court in such litigation or in a separate action brought for that purpose. 21. This Agreement shall bind and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns, including, without limitation, the mortgagee or beneficiary under any mortgage or deed of trust on Tenant's interest in the Lease or the Leased Premises, its successors and assigns. 22. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute but one and the same instrument, and shall be effective upon execution of one or more of such counterparts by each of the parties hereto. 23. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. This Agreement may not be modified in any manner whatsoever except by an instrument in writing signed by each of the parties hereto. 24. In construing the provisions of this Agreement and whenever the context so requires, the use of a gender shall include all other genders, the use of the singular shall include the plural, and the use of the plural shall include the singular. 25. Lender shall, at its expense, promptly record this Agreement in the Official Records of Riverside County, California, and the original, recorded Agreement shall be promptly provided by Lender to Tenant. [signatures on following page] A0045-136/9-8-04/bwh/ams -15-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. TENANT:, a Delaware corporation STATE OF CALIFORNIA COUNTY OF ) ) ss. ) By: Name Title On, before me,, a Notary Public in and for said state, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) A0045-136/9-8-04/bwh/ams -16-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LENDER: a Delaware corporation By: Its STATE OF CALIFORNIA COUNTY OF ) ) ss. ) On, before me,, a Notary Public in and for said state, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) A0045-136/9-8-04/bwh/ams -17-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LANDLORD:, a California limited liability company By: Its: STATE OF CALIFORNIA COUNTY OF ) ) ss. ) On, before me,, a Notary Public in and for said state, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) A0045-136/9-8-04/bwh/ams -18-

TENANT ESTOPPEL Lender Attention: Re: Lease (the "Lease") between, as Landlord or its assignees ("Landlord"), and, as Tenant ("Tenant"), dated, 20 for approximately square feet of space in [name, city, state of project] (the "Project") as amended by the following amendments [list; if none, say "None"]: Ladies and Gentlemen: Tenant understands that [Lender] (together with any successors of or assignees from or subsequent holders of the Loan, the "Lender") intends to make a loan (the "Loan") to Landlord or Landlord's successor or designee approved by Lender ("Borrower") to be secured by the Project. Tenant presently leases premises within the Project pursuant to the Lease, and, in connection with the foregoing, Tenant does hereby certify to Borrower and Lender as follows: i. The Lease is in full force and effect; there are no amendments or modifications of any kind to the Lease except as referenced above (if any); there are no other promises, agreements, understandings, or commitments between Landlord and Tenant relating to the premises leased under the Lease; and Tenant has not given Landlord any notice of termination thereunder; ii. There has not been and is now no subletting of the leased premises, or any part thereof, or assignment by Tenant of the Lease, or any rights therein, to any party; iii. A security deposit in the amount of $ has been given by Tenant under the terms of, or with respect to, the Lease; iv. No uncured default, event of default, or breach by Landlord exists under the Lease, no facts or circumstances exist that, with the passage of time, will or could constitute a default, event of default, or breach under the Lease. Tenant has made no claim against Landlord alleging Landlord's default under the Lease; v. Tenant is in full and complete possession of its leased premises in the Project and has accepted its leased premises in the Project, including any A0045-136/9-8-04/bwh/ams -19-

work of Landlord performed thereon pursuant to the terms and provisions of the Lease, and all common areas of the Project (including, without limitation, parking areas, sidewalks, access ways and landscaping) are in compliance with the Lease and are satisfactory for Tenant's purposes; vi. To the best of Tenant's knowledge and belief, there are no rental, lease, or similar commissions payable with respect to the Lease, except as may be expressly set forth therein; vii. Tenant is obligated to pay rent to Landlord at the rate set forth in the Lease. Tenant is current with respect to, and is paying the full rent and other charges stipulated in the Lease (including, without limitation, common area maintenance charges) with no offsets, deductions, defenses or claims; and Tenant has not prepaid any rent or other amounts to Landlord other than rent and other charges due and payable in the calendar month of this certification; viii. Tenant is not entitled to any concession or rebate of rent or other charges from time to time due and payable under the Lease, and there are no unpaid or unreimbursed construction allowances or other offsets due Tenant under the Lease; ix. The current monthly estimated "common area maintenance" charge paid by Tenant under the Lease is $ ; x. The current monthly estimated charge for taxes paid by Tenant under the Lease is $ ; xi. The current monthly estimated charge for insurance paid by Tenant under the Lease is $ ; xii. The monthly base rent under the Lease is $ and has been paid by Tenant through, 20 ; xiii. Tenant is open for business and in operation in the Project; xiv. Tenant agrees to provide copies of all notices given Landlord under the Lease to Lender at the following address: Lender: xv. The undersigned representative of Tenant is duly authorized and fully qualified to execute this instrument on behalf of Tenant thereby binding Tenant; A0045-136/9-8-04/bwh/ams -20-

xvi. Tenant agrees and acknowledges that the Lease is and shall be subordinate to the mortgage of Lender. Tenant agrees that, in the event Lender becomes the owner of the Project by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Lender as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. Tenant further covenants and agrees to execute and deliver upon request of Lender an appropriate agreement of attornment to Lender and any subsequent titleholder of the Project. So long as Tenant is not in default under its Lease, the Tenant's interests under the Lease shall not be disturbed by the Lender or any purchaser at a foreclosure sale. xvii. Tenant acknowledges that the initial term of the Lease commenced on, 20, and shall expire on, 20, unless sooner terminated in accordance with the terms of the Lease. Tenant has no option to renew or extend the lease term, except as follows (if none, so state):. xviii. Tenant has no option or right to purchase the property of which the demised premises are a part, or any part thereof. xix. Tenant understands and acknowledges that you are about to make the Loan to Borrower and receive as part of the security for such loan (i) a Mortgage/Deed of Trust encumbering Borrower's fee interest in the Project (of which the demised premises are a portion) and the rents, issues and profits of the Lease (the "Mortgage"), and (ii) an Assignment of Leases and Rents ("Assignment of Leases") which affects the Lease, and that you (and persons or entities to whom the Mortgage and/or Assignment of Leases may subsequently be assigned) are relying upon the representations and warranties contained herein in making such loan. Further, Tenant has notice that the Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to you as security for the aforesaid loan secured by the Mortgage. In the event that you (or any person or entity to whom the Mortgage and/or the Assignment of Leases may subsequently be assigned) notify Tenant of a default under the Mortgage and/or the Assignment of Leases and demand that Tenant pay its rent and all other sums due under the Lease to you (or such future lender), Tenant shall honor such demand and pay its rent and all other sums due under the Lease directly to you (or such future lender) or as otherwise required pursuant to such notice. Tenant agrees to notify Lender of any default(s) by Landlord under the Lease; Lender shall have A0045-136/9-8-04/bwh/ams -21-

the same right to cure such default(s) as is provided to landlord under the Lease. Tenant acknowledges and agrees that Landlord and Lender shall be entitled to rely on Tenant's certifications set forth herein. Tenant hereby further agrees for a period of thirty (30) days from the date hereof to notify Landlord and Lender in writing at the address set forth above of any changes in the truth and accuracy of any of the certifications contained herein promptly upon Tenant's learning of each such change. IN WITNESS WHEREOF, Tenant has executed this instrument this day of, 20. TENANT: By: Name: Title: A0045-136/9-8-04/bwh/ams -22-

TENANT ESTOPPEL CERTIFICATE The undersigned certifies as follows: 1. The undersigned is the tenant under the following described lease (the "Lease"): The Lease dated between ("Lessor"), and ("Lessee"), for the premises located at, California. 2. the Lease is presently in full force and effect, and to the best of undersigned's knowledge has not been modified or amended in writing or orally except as follows:. 3. The undersigned has accepted and is presently occupying the premises described in the Lease (the "Leased Premises"). The rentable square footage of the Leased Premises is. 4. No rent under the Lease has been paid more than 30 days in advance of its due date. For the current lease year, Lessee is to pay monthly basic rent in the amount of $, a monthly operating expense charge in the amount of $ and a monthly management fee in the amount of $. 5. To the best of the undersigned's knowledge, as of the date of this Estoppel Certificate, the Lessor and Lessee are not in default under the Lease and no event has occurred which with notice or the passage of time or both would constitute a default under the Lease. 6. The Lease expires on and provides for extension options of years each. 7. Under the Lease and/or pursuant to law, Lessee has the right to cause an audit and/or an accounting to be performed of Lessor's operations and/or books and records pertaining to operating expenses and taxes. Such an audit and/or accounting could result in a claim or an offset for rents paid under the Lease. Lessee's execution of this Estoppel Certificate notwithstanding, Lessee reserves its right to perform such an audit and/or accounting and to assert any Claims or offsets resulting therefrom. This Estoppel Certificate is for information purposes only and shall not in any way amend the terms of the Lease. If there are any conflicts between the terms of the Estoppel Certificate and the Lease, the terms of the Lease will prevail. A0045-136/9-8-04/bwh/ams -23-

By: Name: Title: Date: A0045-136/9-8-04/bwh/ams -24-