Common use of Subordination Clause in Contracts

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, all or any portion of the Project, or (ii) any CC&Rs (including without limitation the land upon which the Building and the Project are situatedCC&Rs described in EXHIBIT C), or both; and (biii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, all or any portion of the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectivelyany of the foregoing, a “Security InstrumentsMortgage”, and the beneficiary or mortgagee under any of the foregoing, a “Mortgagee”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens Mortgages to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a reasonable recognition and non-indisturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Landlord and Tenant covenant and agree to cooperate in efforts to obtain a mutually acceptable form of subordination, non-interest to disturbance and attornment agreement from Landlord. ’s current Mortgagee, and Tenant covenants and agrees to execute and deliver, within ten (10) days after deliver upon demand by Landlord thereforand in the form requested by Landlord and reasonably acceptable to Tenant (Tenant has approved the form of the subordination, non-disturbance and attornment agreement attached as EXHIBIT F, without limiting Tenant’s future approval of any additional or substitute form), any customary additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedMortgage. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to shall execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, documents within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28after Landlord’s written request.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this LeaseLease any of the items referred to in clause (a) or (b) above, and in such case, in subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to LandlordSuccessor, at the option of such successor-in-interest to Landlordthe Successor. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and shall specifically execute, acknowledge Tenant’s failure to execute and deliver any such document within ten (10) business days after such demand by Landlord shall constitute an Event of demand therefor a subordination Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or subordination of deed of trustunderlying lease, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no an Event of Default by Tenant Default has occurred and is continuingnot in existence, neither this Lease nor any of Tenant’s rights under this Lease hereunder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeterminated or modified, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant nor shall attorn to and recognize as Tenant’s landlord under this Lease possession of the Premises be disturbed or interfered with, by any superior lessortrustee’s sale or by an action or proceeding to foreclose said mortgage, superior mortgagee deed of trust or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: Landlord represents that no Mortgages (ahereafter defined) all ground leases or underlying leases which may now exist or hereafter be executed affecting currently encumber the Building, the Projectany part thereof, or the land upon on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the Building and right of possession of the Project are situatedLeased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which placed upon the Leased Space or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the Project, the land upon which holder of any such interest forecloses or extinguishes Landlord’s rights in the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soLeased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s landlord under consent, by execution of a written document subordinating such Mortgage to this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the termination or foreclosure of any Security Instrumentcase may be, Tenant upon written request, and Tenant shallfrom time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28following a request therefor from Landlord.

Subordination. Without Landlord may execute and deliver a mortgage or trust deed in the necessity nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any additional documents being executed by interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant for the purpose of effecting a subordination, this Lease hereunder shall be and are hereby made expressly subject and subordinate at all times to: (a) all to any ground leases lease of the Land or underlying leases which may the Building or both, now exist or hereafter be executed affecting the Buildingexisting and all amendments, the Projectrenewals and modifications thereto and extensions thereof, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or deed of trust which may Mortgage now exist or hereafter be executed in encumbering any amount for which the Building, portion of the Project, and to all advances made or hereafter to be made upon the land upon which the Building and the Project are situatedsecurity thereof, ground leases or underlying leases, or Landlord’s interest or estate in provided that any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord such subordination at all times shall have be subject to the right of Tenant to subordinate or cause to be subordinated such ground or underlying leases or any such liens to remain in possession of the Premises under the terms of this Lease, and in such case, in Lease for the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shallTerm, notwithstanding any such subordinationdefault under the relevant Ground Lease or Mortgage, attorn to and become the tenant or after termination of said Ground Lease or foreclosure of the successor-in-interest to LandlordMortgage or any sale pursuant thereto, at the option of such successor-in-interest to Landlordso long as Tenant is not in default under this Lease. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of deliver such instruments subordinating this Lease with respect to any such Security Instruments, Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and shall specifically execute, acknowledge and deliver Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of demand therefor receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a subordination Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of lease the cancellation or subordination termination of deed of trust, any such Ground Lease described above in the form required accordance with its terms or by the holder (surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the “Holder”) foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingnew landlord, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant’s 's landlord under this Lease Lease. Tenant agrees to execute and deliver at any superior time upon request of such ground lessor, superior mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or other purchaser or person taking title to the Building pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the termination time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or foreclosure amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments ground lessor or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgagee.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, agrees that this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant Agreement shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of Landlord, be subject and subordinate to any mortgage, deed of trust or other instrument of security which has been or shall be placed on the Premises, and this subordination is hereby made effective without any further act of Tenant or Landlord provided that the holder of any such successorinstrument to which this Agreement is subordinated provides a Subordination and Non-in-interest Disturbance Agreement (“SNDA”) in the form attached hereto as Exhibit “E” or in such other commercially reasonable form as may be acceptable to Landlordthe lender and Tenant. Tenant covenants and agrees shall, at any time hereinafter, on demand, execute an SNDA in such form for the purpose of subjecting or subordinating this Agreement to execute and deliverthe lien of any such mortgage, deed of trust or other instrument of security. If Tenant fails within ten (10) days after demand following receipt of said SNDA to execute and deliver any such document such failure shall, at Landlord’s option, constitute a default by Landlord therefor, any additional documents evidencing the priority or subordination of Tenant under this Lease with respect Agreement. Tenant agrees to attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. In such Security Instrumentsevent, and Tenant shall specifically execute, at Landlord’s or the lender’s request, such recognition and attornment agreement as the lender, at its option, may reasonably require. Landlord and Tenant acknowledge that it is the intention that a subordination, non-disturbance and deliver within ten attornment agreement (10in reasonably industry standard form) days of demand therefor a subordination of lease or subordination of deed of trustbe executed by Landlord, Tenant and any mortgage lender for the Premises. Landlord agrees to be diligent and negotiate in good faith with any lender to obtain quiet enjoyment/non-disturbance agreement regarding the form required by Premises provided that Tenant is in conformance with the holder (the “Holder”) terms and conditions of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease Agreement. (Landlord shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact required to execute, deliver and record pay any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title consideration to the Building by reason of lender for the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28same).

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to any ground and underlying leases, mortgages and deeds of trust (acollectively "Encumbrances") all ground leases or underlying leases which may now exist affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security such Encumbrance (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord "Holder") shall have the right to subordinate or cause require that this Lease to be subordinated such ground or underlying leases or any such liens to this Lease, prior and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shallthereto, within ten (10) days of demand thereforwritten request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any commercially reasonable instruments or other and all documents which may be required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Security Instrument to evidence the attornment described in this Article 28Encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Property and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or deed of trust which may other encumbrances now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which force against the Building or Property or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project are situatedsecurity of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground leases lease or underlying leases, or Landlord’s interest or estate require in any of said items is specified as security writing that this Lease be superior thereto (collectively, the “Security InstrumentsSuperior Holders”). Notwithstanding the foregoing; provided, Landlord shall have the right however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or cause other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form, which requires such Superior Holder to be subordinated such ground or underlying leases or any such liens to continue this LeaseLease as a direct lease between Superior Holder, as landlord, and in Tenant, as tenant, and not to disturb Tenant’s possession, which must include any Superior Holder’s obligation to perform the Core and Shell Work, fund the Tenant Improvement Allowance and to accept Tenant’s offset rights set forth herein (with respect to any Landlord default that first occurs, or continues to occur, after the date such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Superior Holder takes possession of the successor-in-interest Building, and Tenant may only offset amounts attributable to Landlordthe period of time from and after the date such Superior Holder takes possession of the Building), at so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord and the option of such successor-in-interest to Landlordappropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to execute attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and deliverto recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, within ten (10) days after demand by Landlord thereforprovided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, any additional documents evidencing so long as Tenant timely pays the priority or subordination rent and observes and performs the terms, covenants and conditions of this Lease with respect to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedlienholder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand thereforrequest by Landlord, execute any commercially reasonable such further instruments or other documents assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument foreclosure proceeding or sale. Landlord represents to evidence Tenant that there are not any Superior Holders as of the attornment described in date of this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at to the lien of all times to: and any mortgages (awhich term “mortgages” shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) all ground leases or underlying leases which may now exist or hereafter be executed affecting encumber or otherwise affect the real estate (including the Building, the Project, or the land upon ) of which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises form a part, or Landlord’s leasehold interest therein, and to all and any renewals, extensions, modifications, recastings or estate in any of said items is specified as security (collectively, “Security Instruments”)refinancings thereof. Notwithstanding the foregoing, foregoing Landlord shall have obtain from any holder of a mortgage, deed of trust or other security instrument a non-disturbance agreement from such third parties acknowledging and agreeing that Tenant’s possession of the right Premises will not be disturbed so long as Tenant performs its obligations hereunder. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate certificate or other document and if Tenant fails to subordinate execute the same within fifteen (15) days following receipt of request from Landlord, Tenant agrees that Landlord shall be authorized to execute the certificate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, other document as Tenant’s attorney-in-fact. Tenant agrees that in the event that any ground lease or underlying lease terminates proceedings are brought for any reason or any mortgage or deed the foreclosure of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do somortgage, Tenant shall attorn to the purchaser at such foreclosure sale and recognize such purchaser as Tenant’s landlord the Landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security InstrumentLease, and Tenant shallwaives the provisions of any statute or rule of law, within ten (10) days of demand therefornow or hereinafter in effect, execute any commercially reasonable instruments or other documents which may be required by Landlord give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the Holder obligations of Tenant hereunder in the event that any such Security Instrument foreclosure proceeding is prosecuted or completed; provided, however, that such attornment and recognition shall be conditioned upon Tenant’s receiving from such purchaser, reasonable assurances that Tenant may remain in quiet and peaceable possession of the Premises for the unexpired term at the rents herein provided and that purchaser shall otherwise keep and perform all of the covenants and conditions herein contained on the part of Landlord to evidence the attornment described in this Article 28be kept and performed.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) The rights and interest of Tenant under this Agreement and any and all ground leases liens, rights and interests (whether xxxxxx or underlying leases which may now exist inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or hereafter held by Tenant in and to the Leased Property are and shall be executed affecting in all respects subject, subordinate and inferior to the BuildingMortgage Loan and the Mortgage Loan Documents and the Mezzanine Loans and Mezzanine Loan Documents and to the liens, security interests and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Mortgage Loan and Mezzanine Loans including, without limitation, those created under the Mortgage covering, among other things, the ProjectLeased Property, and filed or to be filed of record in the land upon which public records maintained for the Building recording of mortgages in the jurisdictions where the Leased Property is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage Loan and Mezzanine Loan had been executed and delivered and the Project are situatedMortgage recorded prior to the execution and delivery of this Agreement. At its option and in its sole discretion, or both; Lender may elect to give the rights and (b) interest of Tenant under this Agreement priority over the lien of the Mortgage. At its option and in its sole discretion, any mortgage or deed Mezzanine Lender may elect to give the rights and interests of trust which may now exist or hereafter be executed in any amount for which Tenant under this Agreement priority over the Buildinglien of its Mezzanine Loan. In the event of such election, the Project, the land upon which the Building rights and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Tenant under this Agreement automatically shall have priority over the right to subordinate lien of the Mortgage and no additional consent or cause to instrument shall be subordinated such ground necessary or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonrequired. However, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliverdeliver whatever instruments may be reasonably requested by Lender for such purposes, within ten (10) days and in the event Tenant fails so to do after demand by Landlord thereforin writing, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsTenant does hereby make, constitute and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints appoint Landlord as its attorney-in-fact and in its name, place and stead so to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28do.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease is and shall be subject and subordinate at all times to: to the following (each an “Encumbrance”): (a) all any reciprocal easement agreements and ground leases or other underlying leases which that may now exist or hereafter be executed affecting Landlord’s interest in the Building, the ProjectProperty, or the land upon which the Building and the Project are situatedany portion thereof, or both; and (b) the lien of any mortgage or deed of trust which that may now exist or hereafter be executed by Landlord in any amount for which any part of the BuildingProperty, the Project, the land upon which the Building and the Project are situated, any ground leases or underlying leases, or Landlord’s interest or estate in any of said items therein, is specified as security (collectivelysecurity; provided that as a condition to any such Encumbrance, “Security Instruments”)the holder of the Encumbrance shall, at County’s request, enter into a subordination and nondisturbance agreement with County in a form then commercially reasonable. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, County shall pay subsequent Rent and attorn to and become the tenant of the successor-in-interest to such successor Landlord, at the option of such successor-in-interest interest, provided that County has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to Landlordsuch attornment the holder of such Encumbrance shall, at County’s request, agree that so long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess County of the Premises in accordance with the terms hereof. Tenant covenants The provisions of this Section shall be self-operative and agrees no further instrument shall be required other than as provided in this Section. County agrees, however, to execute and deliver, within ten (10) days after demand upon request by Landlord thereforand in a form reasonably acceptable to County, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsEncumbrance as provided herein. Landlord shall use its best efforts to provide to County, before the Effective Date, executed non- disturbance and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by attornment agreements from the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days existing Encumbrance. The form of demand therefor, execute any commercially such agreement shall be subject to County’s reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28approval.

Subordination. Without This Lease and all of Tenant's rights hereunder shall be automatically subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the necessity security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any additional documents being executed such Encumbrance (or if by Tenant for deed in lieu of foreclosure the purpose of effecting a subordinationProject is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease shall be subject and subordinate at all times to: Lease, then (a) all Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildinglessor), the Project, or the land upon which the Building and the Project are situated, or both; and (b) Tenant shall recognize such purchaser or Encumbrancer as the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or "Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to " under this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to (c) Tenant's possession and become the tenant quiet enjoyment of the successor-in-interest to LandlordPremises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees conditions of this Lease to execute be observed and deliverperformed by Tenant. Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) days Business Days after demand request by Landlord therefor, or any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soEncumbrancer, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any such further commercially reasonable instruments or other documents assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease except for continuing non- monetary defaults, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord accept as set forth in Section 12.8 above, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord unless actually received by the Encumbrancer, or (iv) liable for any Security Deposit not actually received by such Security Instrument Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to evidence by such Encumbrancer. Notwithstanding the attornment described in foregoing, (i) within thirty (30) days after Landlord's execution and delivery of this Article 28Lease, Landlord shall use commercially reasonable efforts to obtain from any current Encumbrancer a fully-executed Subordination, Non-Disturbance and Attornment Agreement on a commercially reasonable form, which includes such Encumbrancer's agreement to be bound following a foreclosure by Tenant's offset rights and Landlord's obligation to fund the Construction Allowance and (ii) the subordination of the Lease to a future Encumbrance shall be conditioned upon Tenant's receipt from any such Encumbrancer of such a recognition agreement.

Subordination. Without 1.1 The Junior Lender hereby subordinates the necessity indebtedness evidenced by the Junior Debt Instruments, and any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term “Borrower” as used hereinafter shall include any additional documents being executed by Tenant for such successor or assign) to the purpose of effecting a subordinationJunior Lender, this Lease shall be subject whether such indebtedness is absolute or contingent, direct or indirect and subordinate at howsoever evidenced, including without limitation, all times to: interest thereon, including pre-petition and post- petition interest, fees and expenses and any other charges, and any refinancings thereof (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingcollectively, the Project“Junior Debt”) to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Lender, whether absolute or the land upon which the Building contingent, direct or indirect and the Project are situatedhowsoever evidenced, including, but not limited to, all pre-petition and post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or both; and (b) the lien causes of any mortgage or deed of trust which may now exist or hereafter be executed in any amount action for which the BuildingBorrower may now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and delivered or made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof, including, without limitation, the Projectindebtedness evidenced by that certain Promissory Note dated as of even date herewith from Borrower in favor of Senior Lender in the principal amount of $50,000,000.00, as the land upon which the Building and the Project are situated, ground leases same may be amended or underlying leases, or Landlord’s interest or estate in any of said items is specified as security modified from time to time (collectively, the “Security InstrumentsSenior Debt”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to ground and underlying leases, mortgages and deeds of trust (acollectively “Encumbrances”) all ground leases or underlying leases which may now exist affect the Premises, to any covenants, conditions or hereafter be executed affecting restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Building, the Project, holder or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or deed of trust instruments, in the form presented to Tenant, which may now exist Landlord or hereafter be executed in any amount Holder deems necessary or desirable for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)such purposes. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause this Lease to be subordinated such ground and become and remain subject and subordinate to any and all Encumbrances which are now or underlying leases may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such liens advances, together with interest thereon and subject to this Leaseall the terms and provisions thereof; provided only, and in that as a condition to such casesubordination, in the event that of termination of any ground such lease or underlying lease terminates for upon the foreclosure of any reason or any such mortgage or deed of trust trust, Holder agrees in writing to recognize Tenant’s rights under this Lease as long as Tenant is foreclosed or a conveyance not then in lieu default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordthis Lease. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, TenantLandlord’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do sowritten request, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Security Instrument encumbrance. Landlord shall cause the existing lender, Union Labor Life Insurance Company, to evidence furnish to Tenant, within forty-five (45) days of the attornment described date of both parties’ execution of this Lease, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in this Article 28the Premises. In the event that Landlord is unable to provide such agreement, Tenant’s sole remedy shall be termination of the Lease, which election shall be made within fourteen (14) days following the expiration of such forty-five (45) day period.

Subordination. Without The indebtedness evidenced by this Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed all of SPV’s recourse obligations under that certain Receivables Purchase Agreement dated as of the date hereof by Tenant and among SPV, The Timken Corporation, as Servicer, various “Purchasers” from time to time party thereto, various “Managing Agents” from time to time party thereto and The Bank Of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the “Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectAgent, or the land upon which the Building Managing Agents and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in Purchasers and/or any of said items is specified as security their respective assignees (collectively, the “Security InstrumentsSenior Claimants”)) under the Purchase Agreement. Notwithstanding Until the foregoingdate on which all “Capital” outstanding under (and as defined in) the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, Landlord collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall have not demand, accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the right indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to subordinate enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or cause Originator from requesting, taking, receiving or accepting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, any of the Senior Claimants the funds used for such payments and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees, on a several basis, that all ground leases of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the rights of the Senior Parties in respect of the obligations of each Guarantor (whether now existing or underlying leases which may now exist from time to time after the date hereof incurred, assumed, created or hereafter be executed affecting arising) arising under the BuildingSenior Debt Documents (as defined below), including the Projectpayment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the land upon which the Building and the Project are situated, or both; and (b) the lien filing of any mortgage Insolvency Proceeding (as defined below) relating to the Company or deed any Guarantor pursuant to the terms of trust which may now exist the Senior Debt Documents, whether or hereafter be executed not a claim for post-filing interest is allowed or allowable in any amount for which such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the Building, the Project, the land upon which the Building and the Project are situated, ground leases foregoing is allowed or underlying leases, or Landlord’s interest or estate allowable as a claim in any of said items is specified as security Insolvency Proceeding (collectively, the “Security InstrumentsSenior Obligations”). Notwithstanding For the foregoingavoidance of doubt, Landlord shall (1) “payment in full” (or similar term used herein) of the Senior Obligations will not be deemed to have the right to subordinate or cause to be subordinated such ground or underlying leases or occurred so long as any such liens to this Lease, Obligations under and in such case, as defined in the event that Senior Debt Documents remain outstanding (other than any ground lease inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or underlying lease terminates for any reason shall be deemed to affect, alter or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become impair the tenant rights of the successor-in-interest to Landlord, at Subordinated Parties under the option of such successor-in-interest to Landlord. Tenant covenants relevant ECA Agreement and agrees to execute and deliver, within ten the [Loan] Documents (10as defined in the relevant ECA Agreement) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease other than with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, the Subordinated Guarantees entered into in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided connection with that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedECA Agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.For purposes hereof:

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to any ground and underlying leases, mortgages and deeds of trust (acollectively “Encumbrance”) all ground leases or underlying leases which may now exist affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security such Encumbrance (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided shall require that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver prior and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shallthereto, within ten (10) days of demand thereforwritten request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provision thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord’s written request, Tenant shall execute any commercially reasonable instruments or other and all documents which may be required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Security Instrument to evidence the attornment described in this Article 28Encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall not be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the ProjectPremises, or the land upon which the Building and the Project are Premises is situated, or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectivelyunless Tenant and such ground lessor or holder of such a lien execute a subordination, “Security Instruments”)nondisturbance and attornment agreement as described in the next paragraph below. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or cause to be subordinated this Lease to any such ground leases or underlying leases or any such liens to this Lease, and in such case, in liens. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-successor in interest to Landlord, at the option of to such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Xxxxxxxx and in the form requested by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of any such mortgage or deed of trust. Further notwithstanding the foregoing, (i) Landlord shall use its commercially reasonable efforts to cause any current Mortgagee or Ground Lessor (if any) to execute a subordination, attornment and non-disturbance agreement on such beneficiaries’ standard form within sixty (60) days after the Commencement Date; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord hereunder or entitle Tenant to terminate this Lease or result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, and (ii) Tenant’s obligation to subordinate this Lease and/or to attorn to any such future Mortgagee or Ground Lessor shall be conditioned upon Landlord, Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s or Ground Lessor’s standard form, providing, among other things, that in the form required by the holder (the “Holder”) event of any foreclosure of such lien or conveyance of the Security Instrument requesting Premises in lieu of foreclosure, (A) Tenant will not be disturbed in its possession of the document; provided that any such instrument provides that Premises, so long as no Tenant is not in Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeLease, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, (B) Tenant shall attorn to and recognize such lienholder or purchaser at foreclosure and their successors and assigns as Tenant’s landlord the “Landlord” under this Lease any superior lessor, superior mortgagee from and after the date of such foreclosure or other purchaser or person taking title to the Building by reason conveyance in lieu of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28foreclosure.

Subordination. Without This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the necessity Real Property. However, Landlord represents to Tenant that, as of any additional documents being executed by the date of this Lease, no mortgage or deed of trust encumbers the Project. Subject to Tenant for the purpose of effecting a subordinationobtaining an SNDA (as defined below), this Lease shall be is subject and subordinate at all times to: (a) to all ground leases or underlying leases leases, mortgages and deeds of trust which hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may now exist or hereafter be executed affecting covering the BuildingPremises, the Project, Project or the land upon which property or any renewals, modifications, consolidations, replacements or extensions thereof, for the Building full amount of all advances made or to be made thereunder and without regard to the Project time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a commercially reasonable written undertaking in favor of Tenant to the effect that, among other things, such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease (an “SNDA”). Tenant agrees that in the event any proceedings are situated, or both; and (b) brought for the lien foreclosure of any mortgage or deed of trust which or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further commercially reasonable instruments or assurances as such purchaser may now exist reasonably deem necessary to evidence or hereafter be executed in confirm such attornment. Tenant agrees to provide copies of any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or notices of Landlord’s interest or estate in default under this Lease to any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage mortgagee or deed of trust is foreclosed beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a conveyance in lieu commercially reasonable time after receipt of foreclosure is made for any reason, Tenant shall, notwithstanding such notice within which to cure any such subordinationdefault as provided in the SNDA. Tenant waives the provisions of any current or future statute, attorn rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and become the tenant obligations of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, hereunder in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure event of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments foreclosure proceeding or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28sale.

Subordination. Without the necessity This Lease is subject to, and Tenant agrees to comply with, all matters of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed record affecting the BuildingReal Property; however, Landlord represents to Tenant that as of the date of this Lease, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of is not encumbered by any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building trust. This Lease is also subject and the Project are situated, subordinate to all ground leases or underlying leases, mortgages and deeds of trust which may hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or Landlordthe holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof, and provided further that as a condition precedent to Tenant’s interest obligation to be subordinate to future liens, Landlord obtains from the lender or estate other party in any of said items is specified question an SNDA (as security (collectively, “Security Instruments”defined below). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause this Lease to be subordinated such and become and remain subject and subordinate to any and all ground or underlying leases leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any such liens renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to this Lease, be made thereunder and in such case, in without regard to the event that any ground lease time or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option character of such successor-in-advances, together with interest thereon and subject to Landlordall the terms and provisions thereof. Tenant covenants and agrees to execute and deliveragrees, within ten (10) days after demand by Landlord Landlord’s written request therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of lease or subordination of this Lease to any such mortgages, deed of trust, or leasehold estates; provided, however, that Landlord obtains from the lender or other party in the form required by the holder question a written undertaking in favor of Tenant (the an “HolderSNDA”) of to the Security Instrument requesting the document; provided effect that any such instrument provides that so long as no Tenant Default has occurred and is continuing, lender or other party will not disturb Tenant’s rights right of possession under this Lease shall if Tenant is not be terminatedthen or thereafter in breach of any covenant or provision of this Lease. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to execute, deliver and record attorn to the purchaser or any successors thereto upon any such document foreclosure sale or deed in the name and on behalf of Tenant. If lieu thereof as so requested to do so, Tenant shall attorn so by such purchaser and to and recognize such purchaser as Tenant’s landlord the lessor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Lease; Tenant shall, within ten five (105) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of demand therefor, execute any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable instruments time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or other documents future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument to evidence the attornment described in this Article 28foreclosure proceeding or sale.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingProperty, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedProperty, ground leases or underlying leases, or LandlordLessor’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall Lessor or any mortgagee or ground lessor will have the right right, at its election, to subordinate or cause to be subordinated such any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, and in such case, or in the event that any ground lease proceedings are brought for the foreclosure of, or underlying lease terminates for any reason or in the event of exercise of power of sale under, any mortgage or deed of trust is foreclosed made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shallLessee will, notwithstanding any subordination and upon the request of such subordinationsuccessor in interest to Lessor, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor and recognize such successor in interest as the Lessor under this Lease, at the option of such successorprovided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-in-interest to Landlord. Tenant executing, Lessee covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforLessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the form required Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by the holder (the “Holder”) of the Security Instrument requesting mortgage, deed of trust, ground lease or master lease or the document; provided that Foreclosing Party, or (vi) liable for any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights obligation or liability accruing under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as after the Foreclosing Party assigns its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord interest under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the termination or foregoing provisions, and all other provisions of this Lease which are for the benefit of a Foreclosing Party, which rights shall survive a foreclosure of any Security Instrument, and Tenant shall, within ten (10) days the deed of demand therefor, execute any commercially reasonable instruments trust or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgage.

Subordination. Without The Holder hereby acknowledges and agrees that the necessity indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up, liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Partnership, or any of its property (whether voluntary or involuntary, partial or complete), or any other marshalling of the assets and liabilities of the Partnership, be subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Partnership (including, without limitation, the Obligations, as defined in each of the Credit Facilities), except for (i) the indebtedness evidenced by this Note, including the principal hereof and interest thereon, and (ii) such obligations, liabilities and indebtedness which by the terms thereof are expressed to be payable pari passu with, or subordinate and subject in right of payment to, the indebtedness evidenced by this Note. In addition to the foregoing (and not in limitation thereof), the Holder hereby further acknowledges and agrees that no payment of the principal sum hereof, interest thereon or other indebtedness evidenced by this Note shall be made by the Partnership when and for so long as (i) the Partnership is in default in the payment of any additional documents being executed by Tenant for the purpose of effecting a subordinationSenior Indebtedness when due and payable, this Lease shall be subject and subordinate at all times to: (aii) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease applicable grace period with respect to any a payment default on Senior Indebtedness has ended and such Security Instrumentsdefault has not been cured or waived or ceased to exist, and shall specifically execute, acknowledge and deliver within ten or (10iii) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure maturity of any Security Instrument, and Tenant shall, within ten (10) days Senior Indebtedness has been accelerated because of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28a default.

Subordination. Without The Obligations ceasing or the necessity assertion in writing by any Loan Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any additional documents being executed by Tenant for document or instrument evidencing any permitted Subordinated Indebtedness in excess of the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases Threshold Amount or any such liens to this Leasesubordination provision being invalidated or otherwise ceasing, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to be valid, binding and enforceable obligations of the parties thereto; then, and in every such event (other than an event with respect to the Borrowers described in clause (f) or (g) of this Article)) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, notwithstanding by notice to the Lead Borrower, take any such subordination, attorn to and become the tenant of the successor-in-interest to Landlordfollowing actions, at the option same or different times: (i) terminate the Commitments or any Additional Revolving Commitments, and thereupon such Commitments and/or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of such successor-in-the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account, the Canadian Borrowers deposit in the Canadian LC Collateral Account and the European Borrowers deposit in the European LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to Landlord. Tenant covenants and agrees to execute and deliverexceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account), within ten Canadian LC Exposure (10minus the amount then on deposit in the Canadian LC Collateral Account) days after demand by Landlord thereforor European LC Exposure (minus the amount then on deposit in the European LC Collateral Account), any additional documents evidencing as applicable; provided that upon the priority or subordination occurrence of this Lease an event with respect to any Borrower (other than any Borrower that is a Canadian Loan Party, Dutch Loan Party or UK Loan Party that is not bound by the applicable Debtor Relief Laws) described in clause (f) or (g) of this Article, any such Security InstrumentsCommitments and/or Additional Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in at the form required by the holder (the “Holder”) request of the Security Instrument requesting the document; Required Lenders shall, exercise any rights and remedies provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of Administrative Agent under the termination Loan Documents or foreclosure of any Security Instrumentat law or equity, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord including all remedies provided under the UCC or the Holder of any such Security Instrument to evidence the attornment described in this Article 28PPSA.

Subordination. Without Tenant accepts this Lease subject and subordinate to any recorded mortgage or deed of trust lien presently existing or hereafter created upon the necessity Leased Premises and to all existing recorded restrictions, covenants, easements, and other agreements with respect to the Lased Premises; provided, that the holder of any additional documents being executed by lien placed against the Leased Premises or any portion thereof to enter into an agreement with Tenant for making this Lease expressly subject and subordinate to such lien and all renewals, modifications, consolidations, replacements, and extensions thereof, wherein the purpose Tenant shall agree to attorn to the purchaser at any foreclosure sale of effecting such lien and such agreement shall contain a subordinationcovenant binding upon the holder of such lien to the effect that, as long as there shall be no event of default on the part of Tenant entitling Landlord to terminate this Lease, or if any such event of default exists and the time in which to cure the event of default as contained herein shall not have expired, this Lease shall not be subject and subordinate at all times to: (a) all ground leases terminated or underlying leases which modified in any respect whatsoever nor shall Tenant’s rights hereunder or its occupancy of the Leased Premises be affected in any manner by reason of such lien or any foreclosure action or other proceeding that may now exist be instituted in connection therewith or hereafter be executed affecting the Buildingin lieu thereof, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien The holder of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leaseslien, or Landlordthe ground lessor under any ground lease, upon the Leased Premises is hereby irrevocably vested with full power and authority upon its election to subordinate its interest in the Leased Premises to the Tenant’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to under this Lease, and in such case, in . Upon the event that any ground lease or underlying lease terminates for any reason or request of the holder of any mortgage or deed of trust is foreclosed lien, or a conveyance in lieu of foreclosure is made for the ground lessor under any reasonground lease, presently existing or hereafter created upon the Building or Project, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agree to execute, deliver and record within thirty (30) days following receipt of a written request therefor from any such document in lienholder or ground lessor (as the name and on behalf of Tenant. If requested to do socase may be), Tenant shall attorn to and recognize such an agreement containing the aforesaid terms, together with such additional changes as Tenant’s landlord under this Lease any superior lessor, superior mortgagee the lienholder or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which ground lessor may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28otherwise reasonably require.

Subordination. Without 13.1 This Lease and the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease term and estate hereby granted are and shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases the lien of each mortgage which may now exist or shall at any time hereafter be executed affecting affect the BuildingPremises, the ProjectBuilding and/or the Land, or the land upon which Landlord’s interest therein (collectively, as the Building and the Project are situatedsame may be extended, modified, or both; consolidated without increasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which Land and/or the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, as the same may be extended, modified or consolidated, the “Security Instrumentsunderlying leases”), provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such holders and lessors substantially in the form of Exhibit E or Exhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Notwithstanding Without limiting the generality of the foregoing, the Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and further agrees to execute use reasonable efforts to have such holders and deliver, within ten (10lessors agree to the deletion of subparagraph 4(c) days after demand by Landlord therefor, any additional documents evidencing from the priority or forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease with respect and the term and the estate hereby granted to any such Security Instruments, future underlying mortgages and underlying leases shall specifically execute, acknowledge and deliver within ten (10) days be self-operative upon delivery to the Tenant of demand therefor a subordination of lease or subordination of deed of trust, an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, upon request by the holder Landlord, execute and deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same. If the Landlord’s interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (the “Holder”i) shall not be liable for any act or omission of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact subject to executeany offset, deliver and record defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such document sale or conveyance of Rent for more than one month in advance (except prepayments in the name nature of security for the performance by the Tenant of its obligations hereunder), and on behalf (iv) shall be liable for the performance of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord the other obligations of the Landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to only during the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any period such Security Instrument to evidence the attornment described in this Article 28successor landlord shall hold such interest.

Subordination. Without Section 27.01 Subject to Section 27.07(b) hereof, this Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the necessity real property or any portion thereof of which the Premises form a part and to all mortgages and trust indentures which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises form a part, or any additional documents being executed by Tenant part or parts of such real property, and/or Landlord’s interest therein, and to each advance made and/or hereafter to be made under any such mortgages, or indentures and to all renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for the purpose of effecting a subordination, such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this Lease shall be subject and subordinate at all times to: (a) all ground leases pursuant to the provisions hereof being respectively herein called a “superior lease” or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, a “Security Instrumentssuperior mortgage”). Notwithstanding the foregoing, Landlord This Section 27.01 shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, self-operative and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed no further instrument of trust is foreclosed or a conveyance in lieu subordination shall be required. In confirmation of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to LandlordTenant shall execute, at the option of such successor-in-interest to Landlord. Tenant covenants its sole cost and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsexpense, and shall specifically executedeliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest may reasonably request provided such request is in accordance with the provisions of a subordination, acknowledge non-disturbance and deliver within ten attornment and agreement (10an “SNDA”) days entered into with Tenant. Landlord represents that it has received no notice of, and has no knowledge (without any specific inquiry or review of demand therefor a subordination its files) of any default under any superior lease or subordination superior mortgage which either presently exists or which would arise with the passage of deed time and the giving of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28notice.

Subordination. Without the necessity This Lease and all of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease Tenant’s rights hereunder shall be subject automatically subordinate to any and subordinate at all times to: (a) Encumbrances, to all ground leases or underlying leases which may now exist renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter be executed affecting made on the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or estate if by deed in any lieu of said items foreclosure the Project is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such liens purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (b) Tenant shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to (c) Tenant’s possession and become the tenant quiet enjoyment of the successor-in-interest to LandlordPremises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees conditions of this Lease to execute be observed and deliverperformed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) days Business Days after demand request by Landlord therefor, or any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soEncumbrancer, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any such further commercially reasonable instruments or other documents assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such Security Instrument Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to evidence the attornment described in this Article 28by such Encumbrancer.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees, on a several basis, that all ground leases of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the rights of the Senior Parties in respect of the obligations of the Guarantor (whether now existing or underlying leases which may now exist from time to time after the date hereof incurred, assumed, created or hereafter be executed affecting arising) arising under the BuildingSenior Debt Documents (as defined below), including the Projectpayment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the Company or the land upon which Guarantor pursuant to the Building and terms of the Project are situatedSenior Debt Documents, whether or both; and (b) the lien of any mortgage not a claim for post-filing interest is allowed or deed of trust which may now exist or hereafter be executed allowable in any amount for which such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the Building, the Project, the land upon which the Building and the Project are situated, ground leases foregoing is allowed or underlying leases, or Landlord’s interest or estate allowable as a claim in any of said items is specified as security Insolvency Proceeding (collectively, the “Security InstrumentsSenior Obligations”). Notwithstanding For the foregoingavoidance of doubt, Landlord shall (1) “payment in full” (or similar term used herein) of the Senior Obligations will not be deemed to have the right to subordinate or cause to be subordinated such ground or underlying leases or occurred so long as any such liens to this Lease, Obligations under and in such case, as defined in the event that Senior Debt Documents remain outstanding (other than any ground lease inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or underlying lease terminates for any reason shall be deemed to affect, alter or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become impair the tenant rights of the successor-in-interest to Landlord, at Subordinated Parties under the option of such successor-in-interest to Landlord. Tenant covenants relevant ECA Agreement and agrees to execute and deliver, within ten the [Loan] Documents (10as defined in the relevant ECA Agreement) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease other than with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, the Subordinated Guarantees entered into in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided connection with that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedECA Agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.For purposes hereof:

Subordination. 15. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times toto (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project or any common areas are situated, or both; and (b) the lien or interest of any mortgage or deed of trust to secure debt which may now exist or hereafter be executed in any amount for which the said Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust to secure debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Tenant agrees to execute such non-in-interest disturbance and attornment agreements as the holder of any mortgage or deed to Landlordsecure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or deed to secure debt. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document documents in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist of the Buildings or hereafter be executed affecting the Building, the Project, or the land upon which the Building Project and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or deed of trust which may other encumbrances now exist or hereafter in force against the Buildings or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be executed in any amount for which made upon the Buildingsecurity of such mortgages or trust deeds, unless the Projectholders of such mortgages, trust deeds or other encumbrances, or the land upon which the Building and the Project are situated, lessors under such ground leases lease or underlying leases, or Landlord’s interest or estate require in any of said items is specified as security writing that this Lease be superior thereto (collectively, the “Security InstrumentsSuperior Holders”). Notwithstanding the foregoingHowever, Landlord shall have the right in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or cause other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Pursuant to be subordinated such SNDA, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or underlying leases set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such liens foreclosure sale or deed in lieu thereof (or to the ground lessor), and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, and in such caselienholder or purchaser or ground lessor shall agree to accept this Lease and perform the obligations of Landlord hereunder (including, without limitation, the funding of the Improvement Allowance (or in the event that any ground lease or underlying lease terminates alternative, the recognition of Tenant’s right to offset rent for any reason or any mortgage or deed failure of trust is foreclosed or a conveyance Landlord to pay the Improvement Allowance as provided in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Section 2 of the successor-in-interest Work Letter), but excluding any obligation to complete any of Landlord’s construction obligations set forth in Section 1 of the Work Letter), at and not disturb Tenant’s occupancy, so long as Tenant timely pays the option of such successor-in-interest to Landlord. Tenant rent and observes and performs the terms, covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination conditions of this Lease with respect to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedlienholder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand thereforrequest by Landlord, execute any commercially reasonable such further instruments or other documents assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument foreclosure proceeding or sale. Landlord represents to evidence Tenant that there are not any Superior Holders as of the attornment described in date of this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this 25.01. This Lease is and shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which and to all mortgages, options, and building loan agreements that may now exist or hereafter be executed affecting the Building, the Project, affect such leases or the land upon real property of which the Building Demised Premises are a part and the Project are situatedto all renewals, or both; modifications, consolidations, replacements and (b) the lien extensions of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, such ground leases or underlying leases, or options, building loan agreements and mortgages. The provisions of this Section 25.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly at its own cost and expense any instrument, in recordable form, if required, that Landlord’s interest or estate in , the lessor of any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases lease or the holder of any such mortgage or any of their respective successors in interest or assigns may request to evidence such liens subordination. Tenant shall be liable to this LeaseLandlord for damages, including actual, consequential and punitive damages, caused by Tenant's failure to deliver a subordination agreement in form acceptable to Landlord and the party requesting same. Landlord shall obtain a non-disturbance agreement from the existing, and in such case, all future lenders that have a mortgage interest in the Building ("Mortgagee"), as well as any party in which Landlord may convey the Building or ground lease ("Future Owner") substantially similar to provisions set forth in the Subordination Non-Disturbance and Attornment Agreement ("SNDA")annexed hereto as Exhibit "F" within ninety (90) days (but in no event that any sooner than ninety (90) days from the Commencement Date) or the conveyance of the mortgage interest, ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasontitle, Tenant shall, notwithstanding any such subordination, attorn to and become as the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which case may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28be.

Subordination. Without The indebtedness evidenced by this CFC Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed by Tenant all of the Buyer’s recourse obligations under the Receivables Purchase Agreement. The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectBuyer’s successors and assigns and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date after the Final Payout Date on which all advances outstanding under the Receivables Purchase Agreement have been repaid in full and all other obligations of the Buyer thereunder (all such obligations, collectively, the “Senior Claims”) have been indefeasibly paid and satisfied in full, the Originator shall not demand, accelerate, xxx for, take, receive or accept from the Buyer, directly or indirectly, in cash or other property or by set-off or any other manner (including without limitation from or by way of collateral) any payment or security of all or any of the indebtedness under this CFC Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) the Originator hereby agrees that it will not institute against the Buyer any Insolvency Proceeding unless and until a period of one year and one day has elapsed after the Final Payout Date and (ii) nothing in this paragraph shall restrict the Buyer from paying, or the land upon which Originator from requesting, any payments under this CFC Subordinated Note so long as the Building and Buyer is not required under the Project are situatedReceivables Purchase Agreement to set aside the funds used for such payments for the benefit of, or bothotherwise pay over to, any of the Senior Claimants; and (b) provided, further, that the lien making of such payment would not otherwise violate the terms and provisions of the Receivables Purchase Agreement. Should any mortgage payment, distribution or deed security or proceeds thereof be received by the Originator in violation of trust which may now exist or hereafter be executed in any amount for which the Buildingimmediately preceding sentence, the ProjectOriginator agrees that such payment shall be segregated, received and held in trust for the land upon which the Building benefit of, and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Indenture Trustee for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without The indebtedness evidenced by this Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed all of SPV’s recourse obligations under that certain Amended and Restated Receivables Purchase Agreement dated as of November 23, 2010 by Tenant and among SPV, Originator, as Servicer, the entities from time to time party thereto as Conduits, the entities from time to time party thereto as Financial Institutions, the entities from time to time party thereto as Managing Agents, and The Bank of Nova Scotia, as the “Administrative Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectAdministrative Agent, or the land upon which the Building Managing Agents and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in Purchasers and/or any of said items is specified as security their respective assignees (collectively, the “Security InstrumentsSenior Claimants”)) under the Purchase Agreement. Notwithstanding Until the foregoingdate on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, Landlord collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall have not demand, accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the right indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to subordinate enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or cause Originator from requesting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the funds used for such payments to any of the Senior Claimants and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Administrative Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: (a) to all ground leases or underlying leases leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may now exist or hereafter be executed affecting covering the BuildingPremises, the ProjectProject or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that a condition precedent to such subordination shall be that Landlord obtains from the lender or other party in question a commercially reasonable non-disturbance agreement in favor of Tenant. Subject to the foregoing, Tenant agrees, within ten (10) business days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the land upon which event any proceedings are brought for the Building and the Project are situated, or both; and (b) the lien foreclosure of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens deed in lieu thereof, to this Lease, and in such case, in attorn to the event that any ground lease or underlying lease terminates for any reason purchaser or any mortgage successors thereto upon any such foreclosure sale or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that thereof as so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn so by such purchaser and to and recognize such purchaser as Tenant’s landlord the lessor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Lease; Tenant shall, within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of demand therefor, execute any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable instruments time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or other documents future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument to evidence the attornment described in this Article 28foreclosure proceeding or sale.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingSubject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees with Landlord that this Lease is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Project or any interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant„ Tenant shall execute and deliver, any appropriate certificate or instrument that Landlord may request within ten (10) days after demand being requested by Landlord thereforto do so. In the event of the enforcement by the ground lessor, any additional documents evidencing the priority mortgagee, the trustee, the beneficiary or subordination of this Lease with respect to the secured party (any such Security Instrumentsparty being herein referred to as “Interest Holder”) under any such ground lease, and shall specifically executemortgage, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder trust or security agreement (the such documents being referred to herein as “HolderMortgage Documents”) of the Security Instrument requesting the document; remedies provided that any for by law or by such instrument provides that so long as no Tenant Default has occurred and is continuingMortgage Documents, Tenant’s rights under , upon written request of the Interest Holder or any person or party succeeding to the interest of Landlord as a result of such enforcement, will attorn to and automatically become the tenant of such Interest Holder or successor in interest without any change in the terms or other provisions of this Lease Lease; provided, however, that such Interest Holder or successor in interest shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record bound by (i) any such document payment of Rent for more than one month in advance except prepayments in the name and on behalf nature of Tenantsecurity for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of such Interest Holder or such successor in interest. If requested to do soUpon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant shall attorn to execute and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee deliver an instrument or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, instruments confirming and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence evidencing the attornment described in this Article 28herein set forth.

Subordination. Upon lease execution, Landlord shall provide Tenant with a commercially reasonable form of SNDA executed by any lender with a current secured interest against the Building. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) to all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successorsuccessor in interest. The provisions of this Article 11 shall be self-in-interest to Landlordoperative and no further instrument shall be required. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder lien of any such Security Instrument mortgage or deed of trust or any reciprocal easement agreements. Upon any sale of the Building, or refinance of any loan secured by the Building, Landlord agrees to evidence the attornment described in this Article 28use its best efforts to obtain an executed SNDA from any new lender.

Subordination. Without (a) Landlord may have heretofore or may hereafter encumber with a mortgage, deed of trust, deed to secure debt, financing statement or other security interests (collectively, a “Mortgage”) the necessity Land, the Project or any part thereof or any interest therein, may sell and lease back the Land, the Project or any part thereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with a Mortgage. (The holder of any additional documents being executed by Mortgage is herein called a “Mortgagee.” A lease creating Landlord’s interest in the Land, the Project or part thereof is herein called a “Ground Lease” and the lessor under any such Ground Lease is herein called a “Ground Lessor.”) This Lease and the rights of Tenant for the purpose of effecting a subordination, this Lease hereunder shall be and are hereby expressly made subject to and subordinate at all times to: (a) all ground leases or underlying leases which may to any Mortgage and to any Ground Lease now exist or hereafter be executed affecting the Buildingexisting, the Projectand to all amendments, or the land upon which the Building modifications, renewals, extensions, consolidations and the Project are situatedreplacements thereof, or both; and (b) the lien of any mortgage or deed of trust which may now exist to all advances made or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground made upon the security thereof; provided, however, that the Mortgagee or underlying leases or any such liens to Ground Lessor shall not, so long as Tenant shall not be in default under this Lease, and disturb Tenant in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant its possession of the successor-in-interest to Landlord, at the option of such successor-in-interest to LandlordLeased Premises or terminate Tenant’s rights hereunder. Tenant covenants and agrees to execute and deliver, deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any receipt of such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28written request.

Subordination. Without This Lease and the necessity rights of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be hereunder are expressly subject and subordinate at all times to: (a) all to any ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or lease of the land upon which comprising the Building Complex hereafter existing (Landlord hereby confirming that the land comprising the Complex is not currently ground leased), and the Project are situatedall amendments, or both; renewals, modifications and (b) extensions of and to any said ground lease, and to the lien and provisions of any mortgage now or hereafter existing encumbering the Complex, or any part thereof, or said ground leasehold estate, and all amendments, renewals and modifications and extensions of and to any such mortgage, and to all advances made or hereafter to be made upon the security of any such mortgage; provided, however, that such subordination is contingent upon Tenant being provided with a non-disturbance agreement reasonably acceptable to Tenant. As used herein, the term mortgage shall mean any first lien mortgage, deed of trust trust, deed to secure debt or other instruments used to secure debt. Landlord represents and warrants to Tenant that Lender, which may now exist or hereafter be executed in any amount for which currently holds a mortgage encumbering the BuildingPremises, has agreed to utilize the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any form of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to nondisturbance and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordattornment agreement attached hereto as Exhibit D and made a part hereof. Tenant covenants and agrees to execute and deliverdeliver such agreement (properly completed) upon request by Landlord, and as to any future mortgage or ground lease, Tenant agrees to execute and deliver the standard form of subordination, nondisturbance and attornment agreement of the mortgagee or ground lessor within ten (10) days after demand request by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, the nondisturbance provisions thereof are reasonably acceptable to Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without Provided that Tenant is provided with a reasonable and customary subordination, nondisturbance and attornment agreement duly executed by the necessity holder of any additional documents being executed by Tenant for mortgage or deed of trust or the purpose of effecting a subordinationlandlord pursuant to any ground lease, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which that may now exist or hereafter be executed affecting either or both of the Building, the Project, or the land upon which the Building Premises and the Project are situated, or both; Property and (b) the lien of any mortgage or deed of trust which that may now exist or hereafter be executed in placed upon, and encumber, any amount for which or all of (x) the Building, the Project, the land upon which the Building and the Project are situated, Property; (y) any ground leases or underlying leases, leases for the benefit of the Property; and (z) all or any portion of Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)items. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases that benefit the Property or any such mortgage or deed of trust liens to this Lease, and in such caseSO LONG AS SUCH LIEN HOLDERS Tenant Initial__________ Landlord Initial__________ AGREE IN A SIGNED WRITING NOT TO DISRUPT TENANT'S LAWFUL ENJOYMENT, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to LandlordUSE AND POSSESSION OF THE PREMISES IN ACCORDANCE WITH THE LEASE. Tenant covenants and agrees to shall execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or of subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases for the benefit of demand therefor a subordination of lease the Property or subordination of any such mortgage or deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforSPV shall make, any additional documents evidencing and all payments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as of October 6, 2000, by and among SPV, Originator, as Servicer, various "Purchasers" from time to time party thereto, and Bank One, NA (Main Office Chicago), as the "Agent" (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the "Senior Claimants") under the Purchase Agreement. Until the date on which all "Capital" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, unless requested by Landlord or its mortgagee, and at the election of Landlord or any mortgagee with a lien on the Building or any ground lessor with respect to the Building, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordinationif requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the tenant Tenant of the successor-in-successor in interest to LandlordLandlord and, at in such event, Tenant’s right to possession of the option Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of such successor-in-interest the provisions of this Lease, unless the Lease is otherwise terminated pursuant to Landlordits terms. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases or the lien of any such mortgage or deed of trust, and shall specifically Tenant hereby appoints Landlord as its attorney- in-fact for purposes of execution, acknowledgement and delivery of such documents for Tenant and on its behalf should Tenant fail or refuse to provide same in accordance with its obligations hereunder. Should Tenant fail to execute, acknowledge and deliver any such documents within ten thirty (1030) days of demand therefor receipt, Tenant shall be in default, and Landlord may, at Landlord’s option, terminate this Lease provided written notice of such termination is received by Tenant prior to Landlord’s receipt of such documents. Without limiting the foregoing, Landlord shall also be entitled to impose a subordination penalty on Tenant for Tenant’s delay in providing such documents not to exceed One Hundred Dollars ($100.00) per day for each day of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) such delay after expiration of the Security Instrument requesting the document; provided that any aforementioned 10-business day period and such instrument provides that so long as no Tenant Default has occurred and is continuing, per diem penalty shall be deemed a part of Tenant’s rights rent under this Lease and shall not be terminated. Tenant hereby irrevocably appoints payable to Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as with Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason next due installment of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28rent hereunder.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances (collectively, "LIENHOLDERS"), or the lessors under such ground lease or underlying leases require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease. Landlord's interest herein may be assigned as security at all times any time to any lienholder. Tenant's foregoing agreements concerning subordination of this Lease shall be subject to: , in each case, Landlord's obtaining from any such lienholder or lessor, and delivering to Tenant a Subordination, Non-Disturbance and Attornment Agreement (a"SNDA") all in commercially reasonably form and substance (provided, however, that such form shall in no way affect the Term or Rent under this Lease or otherwise materially, adversely diminish the rights or increase the obligations of Tenant hereunder) whereby such executing party shall agree not to disturb the tenancy of the Tenant under, and pursuant to the terms of, this Lease, so long as Tenant shall not be in default hereunder after any applicable notice and opportunity to cure, and shall agree to attorn to said lienholder or lessor and to execute, acknowledge and deliver any reasonable instrument that has for its purpose and effect the confirmation of such subordination, non-disturbance and attornment or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases which may now exist or hereafter be executed affecting in accordance with the Building, the Project, or the land upon which the Building TCCs of this ARTICLE 18. Tenant shall execute and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest deliver to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants time it executes this Lease, and agrees to execute and deliverthereafter, within upon ten (10) days after demand by Landlord thereforadvance written request, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsSNDA that Landlord may reasonably require on a commercially reasonable, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the recordable form as required by the holder (applicable lienholder or ground lessor, subject to any reasonable revisions requested by Tenant and acceptable to such lienholder. Tenant waives the “Holder”) provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document hereunder in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure event of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments foreclosure proceeding or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28sale.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this (a) This Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting to the BuildingGround Lease, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage mortgages or deed deeds of trust which may now exist of the Ground Lessor or hereafter be executed the Landlord in any amount for which or amounts whatsoever now or hereafter placed on or against the BuildingDemised Premises, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesGround Lease, or Landlord’s interest or 's leasehold estate in this Lease without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however, that so long as no Default exists, the terms of this Lease shall not be affected by termination proceedings in respect to the Ground Lease or by foreclosure or other proceedings under such mortgages or deeds of trust, Tenant hereby agreeing, at the written request of the Ground Lessor, or the purchaser in such foreclosure or other proceedings, to attorn to the Ground Lessor, or to such purchaser, as applicable (provided the Ground Lessor or such purchaser agrees to recognize Tenant's leasehold estate and not disturb Tenant's tenancy so long as Tenant is not in Default under any of said items is specified the terms, covenants or conditions of this Lease), or, at Ground Lessor's or such purchaser's option, as security (collectivelythe case may be, “Security Instruments”)to enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Notwithstanding the foregoing, Landlord Tenant shall have execute and deliver such further instrument or instruments evidencing such subordination of this Lease to the right to subordinate Ground Lease, or cause to be subordinated such ground or underlying leases or the lien of any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed mortgages or deeds of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, as may be requested by Landlord within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination from Tenant's receipt of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; request provided that any such instrument provides that so long as no Tenant Default has occurred also evidences Tenant's rights of recognition and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorneynon-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28disturbance.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedLot, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in the event that . If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such subordinationsuccessor to Landlord, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the option Premises so long as Tenant is not in default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such successor-in-interest Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to LandlordTenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten five (105) days after of a demand or request by Landlord thereforLandxxxx xxx in the form requested by Landxxxx, xxound lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenaxx'x xailure to timely execute and deliver such additional documents shall, at Landxxxx'x xption, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Landlord, and shall specifically executeindemnify Landlord from and against any loss, acknowledge and cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that to Landlord any such instrument provides that so long as no additional documents, together with any and all Enforcement Expenses. Landxxxx xxxees to execute at the request of Tenant Default has occurred and is continuingcommercially reasonable "Landlord Waivers" subordinating Landlord's interest in Tenaxx'x xersonal property, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrumentequipment, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28inventory.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: Each Subordinated Creditor hereby subordinates (ai) all ground leases present and future Indebtedness of the Borrower to such Subordinated Creditor and (ii) any and all obligations or underlying leases which may liabilities of the Borrower and any rights of such Subordinated Creditor now exist existing or hereafter be executed affecting the Buildingarising, the Projectabsolute or contingent, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlordarising by contract, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliverlaw or otherwise, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to dividends payable on the Capital Stock, the purchase, redemption or other acquisition by the Borrower of such Capital Stock and any other amount payable to the holders of such Capital Stock as such (collectively the “Subordinated Indebtedness”), to any and all Indebtedness now or hereafter owing by the Borrower (including any interest accruing after the commencement of any proceeding by or against the Borrower under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, and any other interest that would have accrued but for the commencement of such proceeding, whether or not any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10interest is allowed as a claim enforceable against the Borrower in such proceeding) days of demand therefor a subordination of lease or subordination of deed of trust, in to the form required by the holder Senior Creditor (the “HolderSenior Indebtedness”) to the extent and in the manner hereinafter set forth, and such Subordinated Creditor agrees not to demand, accept or receive any payment in respect of the Security Instrument requesting Subordinated Indebtedness, including, without limitation, any payment received through the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure exercise of any Security Instrumentright of setoff, and Tenant shallcounterclaim or cross claim, within ten (10) days of demand or any collateral therefor, execute or any commercially reasonable instruments right to cause the Borrower to redeem, purchase, assume or other documents which may be required by Landlord or otherwise retire the Holder of any such Security Instrument to evidence the attornment described Subordinated Indebtedness, in this Article 28.contravention hereof:

Subordination. Without Tenant shall, upon the necessity written request of any additional documents being executed by Tenant for Landlord, agree to the purpose subordination of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) lien hereof to the lien of any present or future mortgage upon the Premises irrespective of the time of execution or deed the time of trust which may now exist recording of any such mortgage as long as such subordination is evidenced by an SNDA (as defined below). To provide for a subordination of this Lease to a Mortgage, Tenant must receive from the holder of any such Mortgage a written agreement (an “SNDA”) to the effect that (i) in the event of a foreclosure or hereafter be executed in any amount for which other action taken under the BuildingMortgage by the holder thereof, the Project, the land upon which the Building this Lease and the Project are situatedrights of Tenant hereunder shall not be disturbed but shall continue in full force and effect so long as no Event of Default is then continuing; and (ii) such holder will agree that in the event it or any successor assign shall be in possession of the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any that so long as Tenant shall observe and perform all of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause obligations of Tenant to be subordinated such ground or underlying leases or any such liens performed pursuant to this Lease, such holder will perform all obligations of Landlord required to be performed under this Lease. The word “Mortgage” as used herein includes mortgages, deeds of trust and in any sale leaseback transactions, or other similar instruments, and modifications, extensions, renewals, and replacements thereof, and any and all advances thereunder. Tenant acknowledges that Bank of America, N.A., a national banking association (the “Existing Lender”), has been identified by Landlord the current lender with respect to the Building and Tenant shall execute, upon such caselender’s request, a Subordination and Non-Disturbance Agreement in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, form attached hereto as Exhibit E (the “Initial SNDA”). Landlord shall endeavor to supply the fully executed Initial SNDA to Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) business days following the date of the full execution of this Lease. It is understood and agreed that the delivery of the Initial SNDA pursuant to this Section constitutes a material consideration to Tenant in entering into this Lease. Consequently, if Landlord fails for any reason whatsoever to obtain and deliver to Tenant the Initial SNDA signed by Landlord and the Existing Lender within thirty (30) days after demand the Lease Delivery Date (as defined below), Tenant shall have the right, as its sole remedy, at law or in equity, in its sole discretion by written notice to Landlord therefor, to terminate this Lease at any additional documents evidencing time prior to Tenant’s receipt of at least two (2) fully-executed originals of the priority or subordination Initial SNDA. The term “Lease Delivery Date” will mean the date of Landlord’s receipt of (i) at least four (4) original counterparts of this Lease with respect to any such Security Instrumentseach executed by Tenant, and shall specifically execute, acknowledge and deliver within ten (10ii) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder at least six (the “Holder”6) original counterparts of the Security Instrument requesting the document; provided that any such instrument provides that so long Initial SNDA (as no Tenant Default has occurred defined in Section 16(A) below) each executed and is continuing, acknowledged by Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Project and the Project are situated, or both; and (b) to the lien of any mortgage or deed of trust which may deed, now exist or hereafter be executed in any amount for which force against the Building, the Building or Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the land upon which security of such mortgages or trust deeds, unless the Building and holders of such mortgages or trust deeds, or the Project are situated, lessors under such ground leases lease or underlying leases, require in writing that this Lease be superior thereto. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or Landlord’s interest underlying lease of the Building or estate in Project or to the lien of any of said items is specified as security (collectivelyfirst mortgage or trust deed hereafter enforced against the Building or Project and to any, “Security Instruments”). Notwithstanding the foregoingrenewals, extensions, modifications, consolidations and replacements thereof, Landlord shall have deliver to Tenant a commercially reasonable non-disturbance agreement executed by the right to subordinate or cause to be subordinated landlord under such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any the holder of such mortgage or deed trust deed. Each such non-disturbance agreement provided by Landlord shall acknowledge, or shall not preclude, any rights of trust is foreclosed or a conveyance Tenant to offsets against Rent, as expressly provided in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordthis Lease. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, in the event any additional documents evidencing proceedings are brought for the priority or subordination foreclosure of this Lease with respect to any such Security Instrumentsmortgage or if Landlord grants a deed in lieu thereof, and shall specifically executeor if any ground or underlying lease is terminated, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease to attorn, without any deductions or subordination of deed of trustset-offs whatsoever except as expressly provided in this Lease, in to the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that purchaser or any successors thereto upon any such instrument provides that foreclosure sale or the grantee of a deed in lieu thereof, or to the lessor of such ground or underlying lease, as the case may be, if so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soso by such purchaser, Tenant shall attorn grantee or lessor, and to and recognize such purchaser, grantee or lessor as Tenant’s landlord the lessor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Lease. Tenant shall, within ten (10) business days of demand thereforrequest by Landlord, execute any commercially reasonable such further instruments or other documents assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument foreclosure proceeding or sale. Promptly after Landlord’s execution and delivery of this Lease, Landlord shall deliver to evidence Tenant, for Tenant’s signature, a Subordination of Deed of Trust Agreement in the attornment described in this Article 28.form of Exhibit G attached hereto and made a part hereof

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) Each Trustee on behalf of itself and the other Subordinated Parties hereby agrees that the Subordinated Obligations shall be subordinate and junior in right of payment to the (i) Obligations of each Specified Subsidiary Guarantor (whether now existing or from time to time after the date hereof incurred, assumed, created or arising) and (ii) Permitted Guaranteed Bilateral Letter of Credit Facilities with a US Lender or an affiliate thereof (whether now existing or from time to time after the date hereof incurred, assumed, created or arising), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all ground leases other amounts payable thereunder or underlying leases which may now exist in respect thereof, in each case whether or hereafter be executed affecting not any of the Buildingforegoing is allowed or allowable as a claim in any Insolvency Proceeding (collectively, the Project“Senior Obligations”). For purposes hereof, “Subordinated Obligations” means all obligations of the Specified Subsidiary Guarantors to the Subordinated Parties (whether now existing or from time to time after the land upon date hereof incurred, assumed, created or arising) under each Indenture, including each Subsidiary Notes Guarantee, including, in each case to the extent constituting obligations thereunder, the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding pursuant to the terms of the Indenture, whether or not a claim for post-filing interest is allowed or allowable in any such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the foregoing is allowed or allowable as a claim in any Insolvency Proceeding. For purposes hereof, “Discharge of the Senior Obligations” shall mean that the Senior Obligations have been indefeasibly paid in full in cash and all commitments of the Senior Parties under the Loan Documents have been terminated (other than any inchoate obligations for which the Building and the Project are situated, or both; and no claim has been asserted). (b) The Obligors, each Trustee and the lien other Subordinated Parties agree that no payment (whether directly, by purchase, redemption or exercise of any mortgage right of setoff or deed otherwise) in respect of trust which may now exist or hereafter be executed in any amount for which the BuildingSubordinated Obligations, the Projectwhether as principal, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leaseotherwise, and whether in such casecash, in the event that securities or other property, shall be made by or on behalf of any ground lease Specified Subsidiary Guarantor or underlying lease terminates for received, accepted or demanded from or on behalf of any reason Specified Subsidiary Guarantor, directly or indirectly, by or on behalf of any mortgage Subordinated Party (other than a payment or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, distribution in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided debt or equity securities that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title are subordinated to the Building by reason of Senior Obligations at least to the termination or foreclosure of any Security Instrument, and Tenant shall, within ten same extent as the Subordinated Obligations (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.“Permitted Junior 2

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or bothPremises; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises, or Landlord’s 's interest or and estate in any of said items items, is specified as security (collectivelysecurity; provided that Tenant receives a commercially reasonable non-disturbance agreement from the respective lessor, “Security Instruments”)mortgagee or beneficiary. Notwithstanding the foregoing, Landlord shall have reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the successor-in-interest Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to Landlord, at give Tenant any right to terminate or otherwise adversely affect this Lease and the option obligations of Tenant hereunder in the event of any such successor-in-interest to Landlordforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, ground lease or underlying leases or the lien of any such mortgage or deed of trust. If Tenant fails to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may will be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default hereunder.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, Mortgagee, any party holding a deed of trust or mortgage, or any ground lessor with respect to the Building or the Project, this Lease shall will be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or may hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items therein, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and at the option of such subordinationsuccessor in interest, attorn to and become the tenant Tenant of the successor-in-interest to Landlord, at the option of such successor-in-successor in interest to Landlord. Tenant covenants and agrees to execute and deliver, deliver to Landlord within ten (10) days after demand by Landlord therefor, of Landlord’s written request any additional documents commercially reasonable requested document or instrument evidencing the priority or such subordination of this Lease with respect to any such Security Instrumentsground lease, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of underlying lease or subordination the lien of any such mortgage or deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides subordination agreement shall include, without limitation, a non-disturbance agreement confirming that so long as no Tenant Default has occurred and is continuingnot in default under this Lease, Tenant’s rights under this Lease leasehold interest shall not be terminateddisturbed by such party, and that such subordination agreement shall not permit material interference with Tenant’s rights hereunder. Tenant hereby irrevocably appoints Notwithstanding anything to the contrary provided for herein, the parties have attached to this Lease as Exhibit I a form of SNDA which Landlord as has used with one of its attorney-in-fact to execute, deliver and record any such document lenders in the name past (the “Sample SNDA”). Both parties agree that Sample SNDA is commercially reasonable and on behalf of Tenant. If requested to do so, Tenant shall attorn to acceptable in form and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrumentsubstance, and Tenant shall, within ten (10) days of demand thereforupon written request from Landlord, execute any an SNDA, which is either commercially reasonable instruments as described above, or other documents which may be required substantially consistent with the Sample SNDA within the time frames described above, as elected by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to: ties to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliverdelivery, within ten (10) days after upon demand by Landlord therefor, and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days from notice from Landlord shall execute and deliver to Landlord in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of demand thereforcurrent monthly rent that dates to which rent has been paid in advance, execute and the amount of any commercially reasonable instruments or other documents which security deposit and prepaid rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be required represented by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without For purposes of this Debenture and specifically this Section 2 hereof, the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease term “Superior Bank Indebtedness” shall not include obligations to insiders and shall be subject defined as follows: The principal of, and subordinate at all times to: accrued and unpaid interest on (a) all ground leases indebtedness of the Company incurred in the ordinary course of business for money borrowed or underlying leases which may now exist in respect of letters of credit issued for its own account, to (i) any bank or hereafter be executed affecting trust company organized under the Buildinglaws of the United States or any state or (ii) any savings and loan association; (b) obligations of the Company incurred pursuant to agreements to factor the accounts receivable of the Company; (c) purchase money obligations entered into in the ordinary course of business, the Projectevidenced by notes, lease-settlement agreements, purchase contracts or agreements, or similar instruments for the land upon payment of which the Building and Company is responsible or liable, by guarantees or otherwise; (d) obligations of the Project are situatedCompany incurred in the ordinary course of business under any agreement to lease, or bothlease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any other agreement to lease, or lease of, any real or personal property for the benefit of the Company which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (be) the lien any modification, renewal, extension or refunding of any mortgage such indebtedness, guarantee or deed of trust which may now exist obligation; in every case, whether such indebtedness, guarantee or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesobligation, or Landlord’s interest such modification, renewal, extension or estate in any refunding thereof, was outstanding on the date of said items is specified as security (collectivelyexecution of this Debenture or thereafter created, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate incurred or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such caseassumed; unless, in the event instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that any ground lease such indebtedness, guarantee or underlying lease terminates for any reason obligation, or any mortgage such modification, renewal, extension or deed refunding thereof, is not superior in right of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonpayment to the Debenture. The Company agrees, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Holder of the successor-in-interest Debenture issued hereunder by its acceptance thereof likewise agrees, that the Debenture shall be issued subject to Landlordthe provisions of this Section 2, at the option of such successor-in-interest to Landlord. Tenant covenants each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to execute be bound by such provisions. This Dxxxxxxxx issued hereunder shall, to the extent and deliverin the manner hereinafter set forth, within ten (10) days after demand by Landlord thereforbe subordinated and subject in right of payment or satisfaction to the prior payment of Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, any additional documents evidencing the priority rights of the Holder shall be appropriately subrogated to the rights of the holders of Superior Bank Indebtedness to receive payments or subordination distributions of this Lease with respect cash, property or securities of the Company to any such Security Instrumentsthe extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and Interest on the Debenture shall specifically executebe paid in full; and, acknowledge and deliver within ten (10) days for the purposes of demand therefor a subordination of lease such subrogation, no payments or subordination of deed of trust, in distributions to the form required by the holder (the “Holder”) holders of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure Superior Bank Indebtedness of any Security Instrumentcash, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments property or other documents securities to which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in Debenture would be entitled except for the provisions of this Article 28.Section 2. It is understood that the provisions of this US Dataworks, Inc. Amended and Restated Convertible Debenture September 15, 2005

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee with a lien on the Premises or the Development, or any portion thereof or any ground lessor with respect to the Premises, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingPremises, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items Premises is specified as security security, and (collectivelyiii) the Condominium Documents (as same may now or hereafter exist) and (iv) any CC&R (as may now or hereafter exist) that do not materially increase Tenant's obligations hereunder nor materially decrease Tenant's rights hereunder nor materially interfere with the conduct of Tenant's normal business operations (all of the foregoing, “Security Instruments”collectively the "SENIOR INTERESTS" and the holders of the Senior Interests shall be referred to as "SENIOR INTEREST HOLDERS"). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-successor in interest to Landlord. Tenant covenants and agrees to execute and deliver, deliver within ten fifteen (1015) business days after demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases, and shall specifically execute, acknowledge and deliver within ten (10) days the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by Condominium Documents or the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingCC&R, Tenant’s rights under this Lease shall not be terminated. and, effective upon a failure to do so, Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenaxx. Xx consideration of, and as a condition precedent to, Tenaxx'x xgreement to be bound by the subordination provisions of this Article 25, Landlord shall provide to Tenant for Tenant. If requested to do so's execution, Tenant a commercially reasonable subordination, attornment and nondisturbance agreement ("NON-DISTURBANCE AGREEMENT"), in recordable form, that in any event shall attorn to and recognize as not provide for any material increase in Tenant’s landlord 's obligations nor any material decrease in Tenant's rights under this Lease and shall be executed by all future ground lessors, mortgage holders and deed of trust beneficiaries of any superior lessor, superior mortgagee or other purchaser or person taking title of Landlord's interest in the Premises desiring to subordinate this Lease to the Building by reason ground lease, mortgage or deed of trust, as applicable. In the termination event Landlord fails to obtain any Non-Disturbance Agreement, then, as to the mortgage, deed of trust or foreclosure ground lease which would have been the subject thereof, this Article 25 shall be void and of any Security Instrument, and Tenant shall, within ten (10) days no force or effect. Landlord shall deliver contemporaneously with the execution of demand therefor, execute any commercially reasonable instruments or other documents which may be required this Lease by Landlord or the Holder form of any non-disturbance agreement annexed hereto as Exhibit H from Fleet Bank, National Association (the "MORTGAGEE NON-DISTURBANCE AGREEMENT") and such Security Instrument Mortgagee Non-Disturbance shall be deemed to evidence satisfy the attornment requirements described in this Article 28.25. Tenaxx xxxees to execute the Mortgagee Non-Disturbance Agreement, provided the agreement conforms substantially to the agreement attached hereto as Exhibit H.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successor-in-successor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust or other security interest affecting the Premises, unless the ground lessor, lender or other holder of the interest to Landlordwhich this lease would be subordinated executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver, within ten (10) days after deliver upon demand by Landlord thereforand in the form requested by Landlord and reasonably acceptable to Tenant (Tenant has approved the form of the subordination, non-disturbance and attornment agreement attached as EXHIBIT F), any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to shall execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, documents within ten twenty (1020) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28after Xxxxxxxx's written request.

Subordination. Without 20 21 So long as Tenant is not disturbed from possession of the Premises unless and until Tenant has defaulted hereunder and all applicable notice, grace and cure periods have expired, this Lease shall be subject and subordinate (without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate ) at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the ProjectProperty, or the land upon which the Building and the Project are situatedany part thereof, or both; and (b) the lien of any first mortgage or deed of trust to secure debt which may now exist or hereafter be executed in any amount for which the said Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectivelysecurity, “Security Instruments”)together with all renewals, modifications, consolidations, participations, replacements, and extensions of any such first mortgage or deed to secure debt. Notwithstanding the foregoing, Landlord or the holder of any first mortgage or deed to secure debt on the Building or the Property or any part thereof shall have the right to subordinate or cause to be subordinated in whole or in part any such ground leases or underlying leases or any such liens to this Lease, and Lease (but not in such case, in respect to priority of entitlement of insurance or condemnation proceeds). In the event that any ground lease or underlying lease terminates for any reason or any first mortgage or deed of trust to secure debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforor the holder of any first mortgage or deed to secure debt on the Building or the Property or any part thereof and in the form requested by Landlord or the holder of any first mortgage or deed to secure debt on the Building or the Property or any part thereof, any additional documents evidencing the priority or of subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases or the lien of any such mortgage or deed to secure debt, and shall specifically executeprovided, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trusthowever, in the form required by that Tenant receives from the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that mortgage or deed to secure debt an agreement in form reasonably satisfactory to Tenant and said holder that, so long as no Tenant Default has occurred is not in default under this Lease, Tenant shall not be disturbed in its possession of the Premises, and is continuingthat any action or proceeding in lieu thereof will not result in the cancellation or termination of this Lease, Tenant’s rights under and that in the event of any such foreclosure or sale, this Lease shall not be terminatedcontinue in full force and effect, as a direct lease between Tenant and the then owner of the Premises upon all terms, covenants and conditions herein. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver deliver, and record any such document documents in the name and on behalf of TenantTenant so long as such nondisturbance assurances are contained therein. If requested Landlord hereby represents and warrants that the Property is not presently encumbered by a mortgage or deed to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28secure debt.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforBuyer shall make, any additional documents evidencing and all payments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment, the aggregate Outstanding Balance(as defined in the Purchase Agreement) of Receivables owned by Buyer at such time exceeds the sum of (a) all Capital and all accrued and unpaid Yield, Program Fees, Liquidity Fees, Servicer Fees and Other Fees (as each such term is defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note and under the other Subordinated Notes issued pursuant to the Sale Agreement. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as of May 24, 2002 by and among Buyer, PCGB, as initial Servicer, Corporate Asset Funding Corporation, a Delaware corporation, various “Purchasers” from time to time party thereto, and Citicorp North America, Inc., a Delaware corporation, as the “Program Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Program Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against Buyer any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease Each sublease shall be subject and subordinate at to this Lease and to the matters that this Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all times to: (a) acts and omissions of all ground leases subtenants and anyone claiming under or underlying leases which may now exist through any subtenants which, if performed or hereafter omitted by Tenant, would be executed affecting a default under this Lease. Each sublease shall terminate upon the Building, the Project, expiration or the land upon which the Building and the Project are situated, or both; and (b) the lien termination of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in provided that if this Lease shall expire or terminate during the event that term of any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made sublease for any reason, or if Tenant shallshall surrender this Lease to Landlord during the term of any sublease, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at in its sole discretion, upon written notice given to Tenant and the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten subtenant not more than thirty (1030) days after demand by Landlord thereforthe effective date of such expiration, termination or surrender, without any additional documents evidencing or further agreement of any kind on the priority or subordination part of this Lease subtenant, may elect to continue such sublease with respect the same force and effect as if Landlord as lessor and subtenant as lessee had entered into a lease as of such effective date for a term equal to any the then unexpired term of such Security Instruments, sublease and shall specifically execute, acknowledge containing the same terms and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, conditions as those contained in the form required by sublease, and, if Landlord shall so elect, the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant subtenant shall attorn to Landlord and recognize Landlord and the subtenant shall thereupon have the same rights, obligations and remedies thereunder as were had by Tenant and the subtenant thereunder prior to such effective date, respectively, except that in no event shall Landlord be (a) liable for any act or omission by Tenant’s landlord under this Lease , or (b) subject to any superior lessoroffsets or defenses which the subtenant had or might have against Tenant, superior mortgagee (c) bound by any rent or additional rent or other purchaser payment paid by the subtenant to Tenant in advance or person taking title (d) bound by any amendment to the Building Sublease not consented to by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeare subordinate to: (i) all present and future ground or underlying leases affecting all or any part of the Building; and (ii) any easement, deliver and record any such document in the name and on behalf license, mortgage, deed of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee trust or other purchaser security instrument now or person taking title to hereafter affecting the Building by reason (those documents referred to in (i) and (ii) above being collectively referred to as a “Mortgage” and the Person or Persons having the benefit of the termination or foreclosure same being collectively referred to as a “Mortgagee”). In confirmation of any Security Instrumentsuch subordination, and Tenant shall, within ten (10) days of demand thereforat Landlord’s request, promptly execute any commercially reasonable instruments requisite or appropriate subordination or other documents which may document, but Tenant’s subordination provided in this Section 14.01 is self-operative and no further instrument of subordination shall be required by required. Landlord shall obtain a subordination, non-disturbance and attornment agreement for Tenant from any holder of a mortgage or the Holder ground lessor under a ground lease, currently encumbering the Building; provided that (i) if such mortgagee or ground lessor is a Qualified Lender (hereinafter defined), then the form of such subordination, non-disturbance and attomment agreement shall be in such mortgagee’s or such ground lessor’s customary form, and (ii) if such mortgagee or ground lessor is not a Qualified Lender, then the form of such subordination, non-disturbance and attornment agreement shall be either, at Landlord’s election, in a form used by a Qualified Lender or in such form that is otherwise commercially reasonable. In addition, Tenant’s subordination and attornment to any such Security Instrument to evidence the attornment described future mortgage or ground lease as set forth in this Article 28Section 14.01, shall be conditioned upon Landlord obtaining a subordination, non-disturbance and attornment agreement for Tenant from the holder of such mortgage or the ground lessor under such ground lease; provided that (i) if such mortgagee or ground lessor is a Qualified Lender (hereinafter defined), then the form of such subordination, non-disturbance and attornment agreement shall be in such mortgagee’s or such ground lessor’s customary form, and (ii) if such mortgagee or ground lessor is not a Qualified Lender, then the form of such subordination, non-disturbance and attornment agreement shall be either, at Landlord’s election, in a form used by a Qualified Lender or in such form that is otherwise commercially reasonable. For purposes hereof, the term “Qualified Lender” shall mean any entity that is in the business of, or regularly engages in, underwriting or originating commercial real estate loans, including without limitation, any life insurance company, bank, financial institution, savings and loan institution, pension fund, real estate investment trust, conduit, correspondent loan originator, investment banking company or real estate investment trust.

Subordination. Without Subject to the necessity receipt by Tenant of any additional documents being the nondisturbance agreement described in Section 16.4 below, in a commercially reasonably form executed by the holder of the mortgage (the "Mortgagee"), Tenant for the purpose agrees upon request of effecting a subordinationLandlord to subordinate every term, provision and covenant in this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or mortgage, deed of trust which may or other encumbrance (a "Mortgage"), together with any renewals, extensions, or replacement thereof, now exist or hereafter be executed in placed, charged or enforced against the Premises, or any amount for portion of the Property of which the BuildingPremises is a part. If the holder of a Mortgage becomes the owner of the Property by reason of foreclosure or acceptance of a deed in lieu of foreclosure, the Projectat such holder's election, the land upon which the Building this Lease and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the Tenant's right to subordinate possession of the Premises shall not be disturbed, and Tenant will be bound to such holder or cause to be subordinated such ground or underlying leases or any such liens to its designee under all the terms and conditions of this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn will be deemed to have attorned to and become the tenant of the recognized such holder or its designee as Landlord's successor-in-interest to Landlordfor the remainder of the Term. Tenant, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within upon ten (10) days after demand business days' written request by Landlord, will execute and deliver without charge, a commercially reasonably document(s) acceptable to Landlord therefor, any additional documents evidencing or such holder in order to confirm the priority or subordination of this Lease with respect and/or attornment set forth above. Tenant's failure to respond to Landlord's request to negotiate in good faith and execute any such Security Instrumentsdocuments referred to in this Section 16.1, and shall specifically execute, acknowledge and deliver within at the expiration of such ten (10) days of demand therefor a subordination of lease day period, shall constitute an immediate default (without notice from Landlord or subordination of deed of trustadditional time to cure) by Tenant and shall entitle Landlord to exercise its rights at law, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights equity or under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without Until such time as the necessity Obligations have been paid and performed in full and the period of time has expired during which any payment made by Georgia-Pacific, a Guarantor, or any other guarantor of the Obligations to Administrative Agent may be subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by Administrative Agent or paid over to a trustee, receiver, or any other entity, whether under any bankruptcy act or otherwise (any such payment being hereinafter referred to as a “Preferential Payment”), any claim or other rights which any Guarantor may now have or hereafter acquire against Georgia-Pacific or such other guarantor that arises from the existence or performance of any additional documents Guarantor’s obligations under this Guaranty or any other agreement (all such claims and rights being executed by Tenant for the purpose hereinafter referred to as “Guarantor’s Conditional Rights”), including, without limitation, any right of effecting a subordinationsubrogation, this Lease shall be subject and subordinate at all times to: (a) all ground leases reimbursement, exoneration, contribution, or underlying leases indemnification, any right to participate in any claim or remedy of Administrative Agent or such other guarantor or any collateral which may Administrative Agent now exist has or hereafter be executed affecting the Buildingacquires, the Projectwhether or not such claim, remedy or right arises in equity or under contract, statute, or the land upon which the Building and the Project are situatedcommon law, by any payment made hereunder or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildingotherwise, the Projectincluding, the land upon which the Building and the Project are situatedwithout limitation, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to take or receive from Georgia-Pacific or such other guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment, or security on account of such claim or other rights, shall be subordinate to Administrative Agent’s right to full payment and performance of the Obligations, and each Guarantor shall not enforce Guarantor’s Conditional Rights until such time as the Obligations have been paid and performed in full and the period of time has expired during which any payment made by Georgia-Pacific or cause a Guarantor to Administrative Agent may be determined to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Preferential Payment.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and ------------- subordinate at all times to: (a) to the lien of all ground mortgages, deeds of trust and prime leases securing any amount or underlying leases amounts whatsoever which may now exist or hereafter be placed on or against the Property or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed affecting by Tenant to effect such subordination. Notwithstanding the Buildingforegoing, in the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien event of a foreclosure of any such mortgage or deed of trust which may now exist or hereafter be executed in of any amount other action or proceeding for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesenforcement thereof, or of any sale thereunder, or termination of such prime lease, then: (i) Tenant's operation of its business as permitted hereunder shall not be materially interfered with except as permitted under this Lease upon the occurrence of an Event of Default; (ii) Tenant rights hereunder, including its purchase rights shall not be materially interfered with except as permitted under this Lease upon the occurrence of an Event of Default and provided that such rights shall be preserved in a sale/leaseback by provision in the prime lease with respect to the Expansion Area, for the exclusion or right to buy back the Expansion Area; (iii) this Lease shall not be terminated or extinguished except as permitted under this Lease upon the occurrence of an Event of Default; and (iv) the rights and possession of Tenant hereunder shall not be disturbed except as permitted under this Lease upon the occurrence of an Event of Default, and, subject to the foregoing, Tenant shall attorn to the person who acquires Landlord’s 's interest hereunder through any such mortgage or estate deed of trust. Tenant agrees to execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages, deeds of trust and leases as may reasonably be required by Landlord provided such subordination agreement contains the non-disturbance protection set forth in any of said items is specified as security subparts (collectivelyi), “Security Instruments”(ii), (iii) and (iv) above. Notwithstanding the foregoing, Landlord shall have if the right to subordinate or cause to be subordinated such ground or underlying leases or holder of any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu the lessor under such prime lease requests that this Lease be made superior, rather than subordinate to such deed of foreclosure is made for any reasontrust, mortgage or prime lease, then Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of upon demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any instruments effectuating such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28priority.

Subordination. Without the necessity of This Lease and any additional documents being executed by Tenant for the purpose of effecting a subordinationextensions, this Lease shall renewals, replacements or modifications thereof are and shal at all times be and remain subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or mortgage, deed of trust which may and all other security documents now exist or hereafter be executed in securing payment of any amount for which indebtedness of Landlord with respect to the BuildingPremises, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereof and to :any increases, renewals, modifications, substitutions, replacements, consolidations and extensions thereof. Although the foregoing subordination shall be self-effectuating, Tenant shall execute and return to Landlord any documentation requested by Landlord consistent with this Section 25 in order to confirm the foregoing subordination, within five (5) business days after receiving Landlord’s written request. If Tenant fails to provide Landlord with such subordination documents within five (5) business days after Landlord’s written request, the same shall constitute a default by Tenant hereunder without requirement of any further notice or right to cure. In the event any proceedings are brought for any reason foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed :of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required Made by the holder (Landlord covering the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soPremises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as Tenant’s landlord the Landlord under this Lease, provided such purchaser assumes, either expressly or by operation of law, the obligations of “Landlord” arising under this Lease any superior lessor, superior mortgagee or other purchaser or person taking after the date title to the Land and Building is transferred to such purchaser or grantee. Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by reason any payment of Base Rent or additional rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the termination consent of Landlord’s mortgagee or foreclosure such successor in interest, (iii) liable for damages for any breach, act or omission of any Security Instrumentprior landlord, (iv) bound to effect or pay for any construction for Tenant’s occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and Tenant shallwhich have accrued prior to the date that such mortgagee or successor takes legal title to the Land and the Building, within ten or (10vi) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or liable for the Holder return of any security deposit, unless such Security Instrument security deposit has been physically received by such mortgagee. Any such mortgagee shall have the right, at any time, to evidence the attornment described in subordinate to this Article 28Lease any instrument to which this Lease is otherwise subordinated by operation of this Section 25.

Subordination. Without Landlord represents and warrants to Tenant that, as of the necessity date hereof, there are no existing mortgages, deeds of any additional documents being executed by Tenant for trust, or superior leases encumbering or recorded against the purpose of effecting a subordination, this Building or Project. This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Project and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or deed of trust which may other encumbrances now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project are situated, ground leases security of such mortgages or underlying leases, or Landlord’s interest or estate in any of said items is specified as security trust deeds (collectively, the “Security InstrumentsEncumbrances”). Notwithstanding , unless the foregoingholders of such Encumbrances, Landlord shall have or the right to subordinate or cause to be subordinated lessors under such ground lease or underlying leases or (collectively, the “Superior Holders”), require in writing that this Lease be superior thereto; provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future Encumbrances, shall be the receipt by Tenant of a commercially reasonable non-disturbance agreement which requires such liens Superior Holder to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in such casedefault under this Lease after any applicable notice and cure period expressly set forth in this Lease (a “SNDAA”) executed by Landlord and the appropriate Superior Holder. Subject to Tenant’s receipt of an SNDAA, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to execute attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and deliverto recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority provided such lienholder or subordination of purchaser or ground lessor shall agree to accept this Lease with respect to any such Security Instrumentsand be bound as Landlord hereunder, and shall specifically executefurther agree not to disturb Tenant’s occupancy, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights shall not be in default under this Lease shall not after any applicable notice and cure period expressly set forth in this Lease. Landlord’s interest herein may be terminatedassigned as security at any time to any lienholder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) business days of demand thereforrequest by Landlord, execute any such further commercially reasonable instruments or other documents which assurances as Landlord may be required by Landlord reasonably deem necessary to evidence or confirm the Holder subordination or superiority of this Lease to any such Security Instrument to evidence the attornment described in this Article 28mortgages, trust deeds, ground leases or underlying leases.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, accepts this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of to any recorded mortgage or deed of trust which may now exist lien presently existing or hereafter be executed in any amount for which created upon the BuildingDemised Premises or the Project and to all existing recorded restrictions, covenants, easements and agreements with respect to the Demised Premises or the Project. This subordination shall be self-operative without the necessity of the execution of any further instruments by Tenant, but upon the land request of any present or future mortgagee. Tenant further agrees upon which demand to execute any additional instruments subordinating this Lease as Landlord may reasonably request. If the Building and the Project are situated, ground leases interests of Landlord under this Lease shall be transferred by reason of foreclosure or underlying leases, or Landlord’s interest or estate in other proceedings for enforcement of any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any first mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonlien on the Demised Premises, Tenant shall, notwithstanding any such subordination, attorn shall be bound to and become the tenant of transferee (sometimes called the successor-in-interest to Landlord, "Purchaser") at the option of such successor-in-interest to Landlord. Tenant the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the Lease Term , including any extensions or renewals, with the same force and effect as if the Purchaser were Landlord under this Lease, and, if requested by Purchaser, Tenant agrees to execute and deliverattorn to the Purchaser. Notwithstanding the above, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsmortgage, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in trust or other mortgage lien now or hereafter placed upon the form required by Demised Premises and/or the Land shall be contingent upon the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides lien ("Lienholder") providing Tenant with notice that so long as there exists no default by Tenant Default has occurred and is continuingunder this Lease, Tenant’s 's rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record terminated or disturbed by Lienholder or any such document purchaser or subsequent owner of the Project and/or the Land in the name and on behalf exercise of Tenant. If requested to do soany of such Lienholder's rights under Lienholder's mortgage, Tenant shall attorn to and recognize as Tenant’s landlord deed of trust or other mortgage lien, nor in any other way under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described except in this Article 28accordance with its terms.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and Premises and/or the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, placed upon the Project, any advances made on the land upon which the Building security thereof and the Project are situatedany renewals, ground leases modifications, consolidations, replacements or underlying leasesextensions thereof, whenever made or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)recorded. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens mortgages or deeds of trust to this Lease, and in such case, in Lease on notice to Tenant. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-interest to Landlord, Landlord at the option of such successor-in-interest, provided that Tenant shall have no claim against such successor-in-interest arising from Landlord’s acts or omissions occurring prior to Landlordsuch termination, foreclosure or conveyance in lieu thereof. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand request by Landlord thereforLxxxxxxx, Txxxxx shall execute and deliver any additional documents evidencing Tenant’s attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder by any ground lessor, mortgagee, or beneficiary under a deed of any such Security Instrument to evidence the attornment described in this Article 28trust.

Subordination. Without Subject to the necessity provisions of any additional documents being executed by Tenant for this Section 19, at the purpose option and upon written declaration of effecting a subordinationLandlord, this Lease and the leasehold estate created hereby shall be subject subject, subordinate and inferior to the lien and charge of any Mortgage; provided, however, that this Lease shall not be subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting to any Mortgage arising after the Building, the Projectdate of this Lease, or any renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement from the land Mortgagee of the type normally provided by commercial lenders in southern California (“Non-Disturbance Agreement”), setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. Subject to the foregoing condition, (i) Landlord hereby expressly reserves the right, at its option and declaration, to place Mortgages upon and against the Premises and/or any part thereof, superior in lien and effect to this Lease and the estate created hereby, and (ii) Landlord shall be entitled to sign, acknowledge and record in the Office of the County Recorder of the County in which the Building and the Project Premises are situated, a declaration that this Lease and leasehold estate are subject, subordinate and inferior to any Mortgage placed or both; and to be placed by Landlord upon or against the Premises and/or any part thereof (b) the lien in favor of any mortgage Mortgagee, trustee or deed title insurance company insuring Initials: PD/VV KH/MN the interest of trust any such Mortgagee), recordation of which may now exist shall, of and by itself and without further notice to or hereafter be executed in any amount for which the Buildingact or agreement of Tenant, the Project, the land upon which the Building make this Lease and the Project are situatedestate created hereby subject, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)subordinate and inferior thereto. Notwithstanding the foregoing, Tenant shall, promptly following a request by Landlord shall have and after receipt of the right Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to subordinate or cause to be subordinated such ground or underlying leases or establish of record the priority of any such liens to Mortgage over this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28hereunder.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any first mortgagee with a lien on the Building or any ground lessor with respect to the Building, this Lease lease shall be subject and subordinate at all times to: ; (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordinationif requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the tenant Tenant of the successor-in-successor in interest to LandlordLandlord and in such event Tenant's right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, at unless the option of such successor-in-interest Lease is otherwise terminated pursuant to Landlordits terms. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, ground leases or underlying leases or the lien of any such mortgage or deed of trust. Should Tenant fail to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to be in default, and recognize as Tenant’s landlord under Landlord may, at Landlord's option, terminate this Lease any superior lessor, superior mortgagee or other purchaser or person taking title provided written notice of such termination is received by Tenant prior to the Building by reason Landlord's receipt of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28documents.

Subordination. Without Subject to Tenant’s rights under this Section 19 hereof and Landlord’s obligation to obtain the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordinationSubordination Agreements referenced below, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, existing and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of future deed of trust, mortgage, and/or other security instrument (each, a “Mortgage”) and any ground lease, master lease, or primary lease (each, a “Primary Lease”), which may now or hereafter encumber the Property and/or the Building, and all renewals, modifications, consolidations, replacements and extensions thereof. Landlord shall obtain from its current mortgagee an executed subordination, non-disturbance and attornment agreement in the form required attached hereto as Exhibit J contemporaneously with the execution and delivery of this Lease by the holder Landlord. Landlord agrees to obtain from any future mortgagee, ground lessor or ground lessee (the herein referred to as a “HolderLandlord’s Mortgagee”), a subordination, non-disturbance and attornment agreement (a “Subordination Agreement”) of the Security Instrument requesting the document; provided that any on such instrument provides that so mortgagee or ground lessee’s standard form (as revised pursuant to reasonable negotiations between Tenant and such mortgagee or ground lessee, as long as no such Subordination Agreement contains provisions whereby, as long as Tenant is not in Default has occurred and is continuinghereunder, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record disturbed) within thirty (30) days following Landlord’s execution of any such document mortgage or ground lease entered into after the Effective Date of this Lease. Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the name Premises by so notifying Tenant in writing, and on behalf signifying its election in the instrument creating its lien or lease or by separate recorded instrument. The provisions of Tenant. If requested to do sothis Section 19.7 shall be self-operative and no further instrument of subordination shall be required (except for the Subordination Agreement signed by Landlord’s Mortgagee); however, in confirmation of such subordination, Tenant shall attorn execute and return to and recognize as Landlord (or such other party designated by Landlord) within fifteen (15) days after Tenant’s landlord under this Lease any superior lessorreceipt of written request therefor such documentation, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28recordable form if required.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose of effecting a subordination, and at the election of Lessor or any first mortgagee with a lien on the Building or any ground lessor with respect to the Building, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases leases, or underlying leases, or Landlord’s Lessor's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord Lessor shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant Lessee shall, notwithstanding any such subordination, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant Lessee covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforLessor and in the form requested by Lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred trust and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord Lessor as its attorney-in-fact of Lessee to execute, deliver and record any such document in the name and on behalf of TenantLessee. If requested Failure of Lessee to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within execute such documents upon ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required request by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lessor shall constitute a material breach hereunder.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Seller shall have the right to receive, and Buyer shall have the right to make, any and all payments and prepayments relating to the loans made under this Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be subordinate in right of payment to the prior payment of any indebtedness or cause obligation of Buyer owing to any Agent or Purchaser (each, as defined below) under that certain Receivables Purchase Agreement, dated as of April 6, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among Buyer, Seller, as Servicer, various “Purchasers” and “Co-Agents” from time to time party thereto, and Xxxxx Fargo Bank, N.A., as the “Administrative Agent” (together with the Co-Agents, the “Agents”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of Buyer and/or the Servicer thereunder and under the “Fee Letters” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Seller shall not institute against Buyer any proceeding of the type described in Section 7.1(f) or (g) of the Receivable Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Seller in violation of this Section 4, Seller agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Administrative Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate subordinated at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of all mortgages and deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or on or against Lessor's interest or estate therein or on or against all such ground or underlying leases, all at the option of the holder(s) thereof and without the necessity of having future instruments executed on the part of Lessee to effectuate such subordination. Notwithstanding the foregoing, (x) in the event of termination for any reason whatsoever of any such ground or underlying lease, this Lease shall not be barred, terminated, cut off or foreclosed nor shall the rights and possession of Lessee hereunder be disturbed if Lessee shall not then be in default in the payment of rental or other sums or be otherwise in default under the terms of this Lease, and Lessee shall attorn to the Lessor of any such ground or underlying lease, or, if requested, enter into a new lease for the balance of the original or extended term hereof then remaining upon the same terms and provisions as are in this Lease contained; (y) in the event of a foreclosure of any such mortgage or deed of trust which may now exist or hereafter of any other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease will not be executed barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee thereunder be disturbed if Lessee shall not then be in any amount for which default in the Buildingpayment of rental or other sums or be otherwise in default under the terms of this Lease, and Lessee shall attorn to the Projectpurchaser at such foreclosure, the land sale or other action or proceeding; and (z) Lessee agrees to execute and deliver upon which the Building and the Project are situated, demand such further instruments evidencing such subordination of this Lease to such ground leases or underlying leases, or Landlord’s interest or estate in any and to the lien of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease mortgages or underlying lease terminates for any reason or any mortgage or deed deeds of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may reasonably be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lessor.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose of effecting a subordination, and at the election of Lessor or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases lease or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the ProjectProject or any leases thereof, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlordof Lessor’s interest or and estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have Lessor reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shallat the election of Lessor’s successor in interest, notwithstanding any such subordination, Lessee agrees to attorn to and become the tenant of such successor in which event Lessee’s right to possession of the successorPremises will not be disturbed as long as Lessee is not in default under this Lease. Lessee hereby waives its rights under any law which gives or purports to give Lessee any right to terminate or otherwise adversely affect this Lease and the obligations of Lessee hereunder in the event of any such foreclosure proceeding or sale. To implement the foregoing provisions of this Xxxxxxxxx 00, Xxxxxx and any existing or future mortgagee, beneficiary or ground or underlying lessor shall execute a commercially reasonable subordination, attornment and non-in-interest disturbance agreement (“SNDA”). As to Landlordany future mortgage, at deed of trust or ground or underlying lease, Lessee’s covenant to subordinate and attorn is conditioned upon such SNDA being executed by the option mortgagee, beneficiary or ground or underlying lessor. As to any existing mortgage, deed of such successor-in-interest to Landlord. Tenant covenants and agrees to trust or ground or underlying lease, Lessee shall execute and deliverdeliver to Lessor an SNDA concurrently with the execution and delivery of this Lease, within ten (10) days after demand and Lessee’s offer to lease that is represented by Landlord therefor, any additional documents evidencing the priority or subordination execution and delivery of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required may only be accepted by the holder (the “Holder”) execution and delivery of the Security Instrument requesting SNDA by Lessor and the document; provided that any such instrument provides that so long as no Tenant Default has occurred existing mortgagee, beneficiary or ground or underlying lessor concurrently with Lessor’s execution and is continuing, Tenant’s rights under delivery of this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingSubject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees with Landlord that this Lease is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Project or any interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant,, Tenant shall execute and deliver, any appropriate certificate or instrument that Landlord may request within ten (10) days after demand being requested by Landlord thereforto do so. In the event of the enforcement by the ground lessor, any additional documents evidencing the priority mortgagee, the trustee, the beneficiary or subordination of this Lease with respect to the secured party (any such Security Instrumentsparty being herein referred to as “Interest Holder”) under any such ground lease, and shall specifically executemortgage, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder trust or security agreement (the such documents being referred to herein as “HolderMortgage Documents”) of the Security Instrument requesting the document; remedies provided that any for by law or by such instrument provides that so long as no Tenant Default has occurred and is continuingMortgage Documents, Tenant’s rights under , upon written request of the Interest Holder or any person or party succeeding to the interest of Landlord as a result of such enforcement, will attorn to and automatically become the tenant of such Interest Holder or successor in interest without any change in the terms or other provisions of this Lease Lease; provided, however, that such Interest Holder or successor in interest shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record bound by (i) any such document payment of Rent for more than one month in advance except prepayments in the name and on behalf nature of Tenantsecurity for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of such Interest Holder or such successor in interest. If requested to do soUpon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant shall attorn to execute and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee deliver an instrument or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, instruments confirming and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence evidencing the attornment described in this Article 28herein set forth.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or LandlordLessor’s interest or estate in any of said items is specified as security (collectivelysecurity; provided, “Security Instruments”)however, that Lessee's occupancy under this Lease shall not be disturbed if Lessee pays the rent and performs all of Lessee's obligations under this Lease and is not otherwise in Default. Notwithstanding the foregoing, Landlord shall Lessor or any mortgagee or ground lessor will have the right right, at its election, to subordinate or cause to be subordinated such any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, and in such case, or in the event that any ground lease proceedings are brought for the foreclosure of, or underlying lease terminates for any reason or in the event of exercise of power of sale under, any mortgage or deed of trust is foreclosed made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shallLessee will, notwithstanding any subordination and upon the request of such subordinationsuccessor in interest to Lessor, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor and recognize such successor in interest as the Lessor under this Lease. Lessee acknowledges that although this Paragraph is self-executing, at the option of such successor-in-interest to Landlord. Tenant Lessee covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforLessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases or the lien of any such mortgage or deed of trust. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, and shall specifically executeor deed in lieu thereof, acknowledge and deliver within ten (10) days or the termination of demand therefor a subordination of an underlying ground lease or subordination master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by the holder of the mortgage, deed of trust, in ground lease or master lease or the form required by the holder Foreclosing Party, or (the “Holder”vi) of the Security Instrument requesting the document; provided that liable for any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights obligation or liability accruing under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as after the Foreclosing Party assigns its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord interest under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the termination or foregoing provisions, and all other provisions of this Lease which are for the benefit of a Foreclosing Party, which rights shall survive a foreclosure of any Security Instrument, and Tenant shall, within ten (10) days the deed of demand therefor, execute any commercially reasonable instruments trust or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgage.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease is and shall be subject and subordinate at all times to: to the following (each an “Encumbrance”): (a) all any reciprocal easement agreements and ground leases or other underlying leases which that may now exist or hereafter be executed affecting Landlord’s interest in the Building, the ProjectProperty, or the land upon which the Building and the Project are situatedany portion thereof, or both; and (b) the lien of any mortgage or deed of trust which that may now exist or hereafter be executed by Landlord in any amount for which any part of the BuildingProperty, the Project, the land upon which the Building and the Project are situated, any ground leases or underlying leases, or Landlord’s interest or estate in any of said items therein, is specified as security (collectivelysecurity; provided that as a condition to any such Encumbrance, “Security Instruments”)the holder of the Encumbrance shall, at County’s request, enter into a subordination and nondisturbance agreement with County in a form then commercially reasonable. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, County shall pay subsequent Rent and attorn to and become the tenant of the successor-in-interest to such successor Landlord, at the option of such successor-in-interest interest, provided that County has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to Landlordsuch attornment the holder of such Encumbrance shall, at County’s request, agree that so long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess County of the Premises in accordance with the terms hereof. Tenant covenants The provisions of this Section shall be self-operative and agrees no further instrument shall be required other than as provided in this Section. County agrees, however, to execute and deliver, within ten (10) days after demand upon request by Landlord thereforand in a form reasonably acceptable to County, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsEncumbrance as provided herein. Landlord shall use commercially reasonable efforts to provide to County, before the Effective Date, executed non-disturbance and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by attornment agreements from the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days existing Encumbrance. The form of demand therefor, execute any commercially such agreement shall be subject to County’s reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28approval.

Subordination. 31.01 Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee with a lien on the Project or any ground lessor with respect to the Project, this Lease shall will be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shallwill, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand deliver to Landlord any document or instrument reasonably requested by Landlord thereforor its ground lessor, any additional documents mortgagee or beneficiary under a deed of trust evidencing the priority or such subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge ground lease or underlying leases or the lien of any such mortgage or deed of trust. Tenant hereby agrees that the failure to execute and deliver any such document to Landlord within ten fourteen (1014) days of demand Landlord's request therefor shall constitute a subordination of lease or subordination of deed of trust, in the form required default by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without This Lease, and the necessity rights of any additional documents being executed by Tenant for the purpose of effecting a subordinationhereunder, this Lease are and shall be subject and subordinate at all times to: to the interests of (ai) all present and future ground leases and master leases of all or underlying leases which may now exist or hereafter be executed affecting any part of the Building, ; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Project, Building; (iii) all past and future advances made under any such mortgages or the land upon which the Building and the Project are situated, or bothdeeds of trust; and (biv) the lien all renewals, modifications, replacements and extensions of any mortgage or deed such ground leases, master leases, mortgages and deeds of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security InstrumentsDocuments”)) which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises. Notwithstanding Such subordination shall be effective without the foregoingnecessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens Security Documents to this Lease, Lease and in such case, in the event that of the termination or transfer of Landlord’s estate or interest in the Project by reason of any ground lease termination or underlying lease terminates for foreclosure of any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonsuch Security Documents, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successor-in-interest to Landlordsuccessor in interest. Furthermore, Tenant covenants and agrees to execute and deliver, shall within ten (10) days after of demand therefor execute any instruments or other documents which may be required by Landlord therefor, or the holder (“Holder”) of any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, Document and specifically shall specifically execute, acknowledge and deliver within ten five (105) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) Holder of the Security Instrument Document requesting the document; provided the failure to do so by Tenant within such time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 18.1, a “Successor Landlord”) shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such instrument provides that so long as no Successor Landlord’s succession to Landlord’s interest under this Lease; (b) not be subject to any offsets or defenses which Tenant Default has occurred and is continuingmight have been able to assert against Landlord or its predecessors, Tenantif any, prior to the date of such Successor Landlord’s rights succession to Landlord’s interest under this Lease; (c) not be liable for the return of any security deposit under this Lease unless the same shall not have actually been deposited with such Successor Landlord; and (d) be terminatedentitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default. Tenant Landlord is hereby irrevocably appoints Landlord appointed and authorized as its agent and attorney-in-fact of Tenant to execute, execute and deliver and record any all such document subordination instruments in the name event that Tenant fails to execute and on behalf of Tenant. If requested to do so, Tenant shall attorn to deliver said instruments within five days after notice from Landlord requesting execution and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28delivery thereof.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, all or any portion of the Project, or the land upon which the Building and the Project are situated(ii) any CC&Rs, or both; and (biii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, all or any portion of the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectivelyany of the foregoing, a “Security InstrumentsMortgage”, and the beneficiary or mortgagee under any of the foregoing, a “Mortgagee”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens Mortgages to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a reasonable recognition and non-in-interest disturbance agreement which provides that Tenant shall be entitled to Landlordcontinue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver, within ten (10) days after deliver upon demand by Landlord thereforLandlord, and in the form reasonably requested by Landlord, any customary additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedMortgage. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to shall execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, documents within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28after Landlord’s written request.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or Premises and/or the land upon which the Building Premises and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which placed upon the Building, the Project, Project and/or the land upon which the Building and Premises or the Project are situated, or said ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items which is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of Landlord and Tenant shall not be disturbed in its possession under this Lease by such successor-in-successor in interest to Landlordso long as Tenant is not in default under this Lease. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand request by Landlord thereforLandlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder by any ground landlord, mortgagee, or beneficiary under a deed of any trust, subject to such Security Instrument to evidence the attornment described in this Article 28nondisturbance requirement.

Subordination. Without 1.1 Subordinator subordinates to the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: Obligations (a) all ground leases present and future indebtedness, excluding any indebtedness not expressly required to be subordinated to the Obligations pursuant to paragraph 6.12 of the Loan Agreement, of Borrower to Subordinator (including, without limitation, any indebtedness arising from any right of subrogation, indemnification, reimbursement or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; contribution) ("Subordinated Indebtedness") and (b) the lien all liens, security interests, claims and right of any mortgage or deed of trust which kind that Subordinator may now exist have or hereafter acquire against Borrower and/or the property of Borrower ("Borrower's Property") which secure, result from or otherwise pertain to the Subordinated Indebtedness. Subordinator agrees that all liens, security interests, claims and rights of any kind that Subordinator may now have or hereafter acquire against Borrower and Borrower's Property which secure, result from or otherwise pertain to the Subordinated Indebtedness shall be executed in any amount for which subordinate, inferior and subject to the Buildingliens, security interests, claims and rights of Lender against Borrower and/or Borrower's Property under the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in terms of any of said items is specified as security (collectivelythe Documents or at law, “Security Instruments”)whether direct or contingent or whether now or hereafter created, including but not limited to, any renewals, extensions or modifications thereof. Notwithstanding Subordinator agrees that it may accept payments on the foregoingSubordinated Indebtedness, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, if and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlordonly if, at the option time of making such payment and immediately -- ------- upon giving effect thereto, neither an Event of Default nor an Incipient Default (as defined in the Documents) exists, and the payments are expressly permitted to be made under the terms of the Documents. Subordinator will not demand or accept any payment(s) on the Subordinated Indebtedness from Borrower when there exists an Event of Default or an Incipient Default, even if no written notice of such successor-in-interest to Landlordan event has been provided, or under any other circumstances in which such payments are expressly prohibited under the terms of the Loan Agreement. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand Any payment received by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any Subordinator under such Security Instruments, circumstances shall be deemed received in trust for Lender and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact immediately remitted to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lender.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or ;of underlying leases which may now exist or hereafter be executed affecting effecting the Building, the Project, or Premises and/or the land upon which the Building Premises, and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which placed upon the Building, the Project, Project and/or the land upon which the Building and Premises or the Project are situated, or said ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items which is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in the event that . If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant, of the successor-in-successor in interest to Landlord, at the option of Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor-in-successor in interest to Landlord. so long as Tenant covenants and agrees to execute and deliveris not in default under this Lease, within ten (10) days after demand request by Landlord thereforLandlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required requested by the holder (the “Holder”) Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of the Security Instrument requesting the document; provided that any trust, subject to such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenantnondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to do soobtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant shall attorn to and recognize as Tenant’s landlord under this Lease reflecting the foregoing from any superior lessorground landlord, superior mortgagee or beneficiary, at Tenant's expense, subject to such other purchaser terms and conditions as the ground landlord, mortgagee or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which beneficiary may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28require.

Subordination. Without the necessity of any additional documents being executed Unless otherwise elected by Tenant for the purpose of effecting a subordinationMortgagee (defined below), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingto any deed of trust, the Projectmortgage, or the land upon which the Building and the Project are situatedother security instrument, or both; any ground lease, master lease, or primary lease, or any other matter of record (and to any modifications, amendments, refinancings, or replacements thereof), that now covers all or any part of the Premises (b) the lien of mortgagee under any such mortgage or deed of trust which may now exist or other security instrument, and the lessor under any such lease, is referred to herein as the “Present Mortgagee”), or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases covers all or any part of the Premises (the mortgagee under any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust or other security instrument, and the lessor under any such lease is foreclosed referred to herein as the “Future Mortgagee”; the Present Mortgagee and the Future Mortgagee are hereinafter referred to, separately and collectively, the “Mortgagee”). If Mortgagee or any other party (including any purchaser at a foreclosure sale) shall succeed to the interest of Landlord by reason of the exercise of any Mortgagee’s rights under its mortgage (or the acceptance of voluntary conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any thereof) then such subordination, attorn to and become the tenant of the successor-in-interest to Landlordsuccessor may, at its option, to be exercised by the option giving of such successor-in-interest written notice to Landlord. Tenant covenants and agrees of its desire so to execute and deliver, do (which shall be within ten thirty (1030) days after demand by such expiration or sooner termination) succeed to the interest of Landlord thereforunder this Lease; and in such event, any additional documents evidencing Tenant shall attorn to such successor and shall ipso facto be and become bound directly such successor in interest to Landlord to perform and observe all the priority or subordination of Tenant’s obligations under this Lease with respect to without the necessity of the execution of any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten further instrument. Within fifteen (1015) days of demand therefor a subordination of lease or subordination of deed of trustLandlord’s written request therefor, Tenant shall execute and deliver to Landlord any so-called “Subordination, Non-Disturbance and Attornment Agreement” that Landlord’s lender may require, which document shall be in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28lender.

Subordination. Without Except as set forth in that certain Subordination, Non- ------------- Disturbance and Attornment Agreement to be executed by Landlord, Landlord's lender and Tenant, a copy of which is attached hereto and incorporated herein as Exhibit I, without the necessity of any additional documents document being executed by --------- Tenant for the purpose of effecting a subordination, and at the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedLot, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoingforegoing and except as set forth in the Non-Disturbance, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in the event that . If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordinationas set forth in the Non-Disturbance, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the option Premises so long as Tenant is not in default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such successor-in-interest Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to LandlordTenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days after of a demand or request by Landlord thereforand in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Landlord, and shall specifically executeindemnify Landlord from and against any loss, acknowledge and cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver within ten (10) days of demand therefor a subordination of to Landlord any such additional documents. Tenant's agreement to subordinate this Lease to any future ground or underlying lease or subordination any future deed of trust or mortgage pursuant to the foregoing provisions of the Section 17 is conditioned upon Landlord delivering to Tenant from the lessor under such future ground or underlying lease or the holder of any such mortgage or deed of trust, in the form required by the holder (the “Holder”) a non- disturbance agreement agreeing, among other things, that Tenant's right to possession of the Security Instrument requesting Premises pursuant to the document; provided that any such instrument provides that so long as no Tenant Default has occurred terms and is continuing, Tenant’s rights under conditions of this Lease shall not be terminated. disturbed provided Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document is not in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord default under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to beyond the Building by reason of the termination or foreclosure of any Security Instrument, applicable notice and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28cure periods hereunder.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor------------- SPV shall make, any additional documents evidencing and all payments and prepayments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as of May 30, 2001 by and among SPV, Actuant Corporation, as initial Servicer, various "Purchasers" from time to time party thereto, and Wachovia Bank, N.A., as the "Agent" (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the "Senior Claimants") under the Purchase Agreement. Until the date on which the "Aggregate Invested Amount" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in the definition of "Event of Bankruptcy" in the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to accepts this Lease, and in such casethe tenancy created hereunder, in subject and subordinate to any mortgages, overleases, leasehold mortgages or other security interests now or hereafter a lien upon or affecting the event that any ground lease Building or underlying lease terminates for any reason the Property or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonpart thereof, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, provided that within ten (10) days after demand by Landlord thereforobtains its initial construction financing for the Building, any additional documents evidencing Tenant receives a Subordination, Non-Disturbance and Attornment Agreement substantially in form attached hereto as Exhibit "E". Landlord represents that as of the priority or subordination date of this Lease with respect to Lease, there are no mortgages or liens upon or affecting the Building or the Property or any such Security Instrumentspart thereof. Tenant shall, and shall specifically executeat any time hereafter, acknowledge and deliver within ten twenty (1020) days of demand therefor after request from Landlord, execute a subordination of lease or subordination of deed of trustSubordination, Non-Disturbance and Attornment Agreement substantially in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that Exhibit "E" attached hereto and made a part hereof or any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee instruments or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments leases or other documents which that may be reasonably required by Landlord any mortgage or mortgagee or overlandlord (herein a "Mortgagee") for the Holder purpose of subjecting or subordinating this Lease and the tenancy created hereunder to the lien of any such Security Instrument mortgage or mortgages or underlying lease, provided that the rights of any Mortgagee which has a lien after the primary Mortgagee shall be subject to evidence the attornment described agreements reached between the primary Mortgagee and Tenant and provided, further that the Tenant receives an agreement not to disturb its tenancy in this Article 28exchange thereafter pursuant to the terms set forth in Section 32 below and the failure of Tenant to execute any such instruments, releases or documents shall constitute a default hereunder.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and prior to any mortgage or ground or underlying lease, provided, however, Tenant agrees to subordinate its rights hereunder at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bi) the lien of any mortgage or deed mortgages designated by Landlord and all advances made or thereafter made upon the security thereof, and (ii) to all future ground or underlying leases of trust which the Land and the Building designated by the Landlord and to execute any such agreements evidencing such subordination as may now exist be required by the mortgagee or hereafter be executed in any amount for which ground or underlying lessor, as the Buildingcase may be, and to attorn to and to recognize, as Landlord, the Projectpurchaser at a foreclosure sale or the mortgagee or its nominee in the event the mortgagee or such nominee accepts a deed in lieu of foreclosure, or the land upon which the Building and the Project are situated, ground leases or underlying leaseslessor in the event of termination of such underlying or ground lease in return for and upon delivery to Tenant by such purchaser or such mortgagee or its nominee or the ground or underlying lessor, as the case may be, of an agreement providing that in the event of a foreclosure of such mortgage or Landlord’s interest the giving of the deed in lieu of foreclosure or estate in any a termination of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leaselease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedterminated and Tenant may remain in possession of the Premises pursuant to the terms of this Lease and retain all the rights, options and privileges granted to it hereunder as long as Tenant is not in default hereunder and continues to perform its obligations hereunder and further providing that the purchaser at a foreclosure sale or transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, will assume all of the obligations of the Landlord in such case; provided, however, that in no event shall the mortgagee, said purchaser at a foreclosure sale, said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, have any personal liability whatsoever hereunder for its own acts or omissions or obligations; and further provided that the mortgagee, said purchaser at a foreclosure sale or said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, shall also have no personal liability for the acts or omissions or obligations of Landlord arising or to be performed prior to any such sale or transfer of the Land or Building to such party including, without limitation, any liability for any deposits made by the Tenant hereunder, unless such deposits have been transferred to such party; and provided, further, that the mortgagee, said purchaser at a foreclosure sale, said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, shall be subject to any offsets or defenses which Tenant might have against any prior Landlord pursuant to Tenant's rights as set forth in Paragraph 35 hereof. Such agreement may, among other things, require the Tenant to notify the mortgagee or the ground or underlying lessor of any default by the Landlord and afford such a mortgagee a reasonable opportunity to cure such default prior to any termination of this Lease by Tenant provided that the Premises are reasonably usable by Tenant for its normal business activities. Tenant hereby irrevocably appoints Landlord further agrees that, except as its attorneyto secondary mortgage financing expressly permitted in such mortgage or ground or underlying lease, it will not, without the consent of the mortgagee or ground or underlying lessor, as the case may be, voluntarily subordinate this Lease to any lien or encumbrance without the consent of said mortgagee or ground or underlying lessor, as the case may be. To fulfill Tenant's obligations under the provisions of this Paragraph 21, Tenant agrees that it will execute a Subordination, Non-in-fact to execute, deliver Disturbance and record any such document Attornment Agreement in the name and on behalf of Tenant. If requested form attached to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.as Exhibit G."

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee with a lien on the Premises or the Development, or any portion thereof or any ground lessor with respect to the Premises, this Lease shall be subject and subordinate at all times to: (ai) all ground 54 leases or underlying leases which may now exist or hereafter be executed affecting the BuildingPremises, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items Premises is specified as security security, and (collectivelyiii) the Condominium Documents (as same may now or hereafter exist) and (iv) any CC&R (as may now or hereafter exist) that do not materially increase Tenant's obligations hereunder nor materially decrease Tenant's rights hereunder nor materially interfere with the conduct of Tenant's normal business operations (all of the foregoing, “Security Instruments”collectively the "SENIOR INTERESTS" and the holders of the Senior Interests shall be referred to as "SENIOR INTEREST HOLDERS"). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-successor in interest to Landlord. Tenant covenants and agrees to execute and deliver, deliver within ten fifteen (1015) business days after demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases, and shall specifically execute, acknowledge and deliver within ten (10) days the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by Condominium Documents or the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingCC&R, Tenant’s rights under this Lease shall not be terminated. and, effective upon a failure to do so, Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. If requested In consideration of, and as a condition precedent to, Tenant's agreement to do sobe bound by the subordination provisions of this Article 25, Landlord shall provide to Tenant for Tenant's execution, a commercially reasonable subordination, attornment and nondisturbance agreement ("NON-DISTURBANCE AGREEMENT"), in recordable form, that in any event shall attorn to and recognize as not provide for any material increase in Tenant’s landlord 's obligations nor any material decrease in Tenant's rights under this Lease and shall be executed by all future ground lessors, mortgage holders and deed of trust beneficiaries of any superior lessor, superior mortgagee or other purchaser or person taking title of Landlord's interest in the Premises desiring to subordinate this Lease to the Building by reason ground lease, mortgage or deed of trust, as applicable. In the termination event Landlord fails to obtain any Non-Disturbance Agreement, then, as to the mortgage, deed of trust or foreclosure ground lease which would have been the subject thereof, this Article 25 shall be void and of any Security Instrumentno force or effect. As a condition to the effectiveness of this Lease, for the benefit of Tenant Landlord shall deliver to Tenant a non-disturbance agreement in form and Tenant shallsubstance identical to the specimen annexed hereto as Exhibit D from Fleet Bank, within ten National Association (10the "INITIAL MORTGAGEE NON-DISTURBANCE AGREEMENT") days of demand therefor, execute any commercially reasonable instruments or other documents which may and such Initial Mortgagee Non-Disturbance Agreement shall be required by Landlord or deemed to satisfy the Holder of any such Security Instrument to evidence the attornment requirements described in this Article 28.25. Tenant agrees to execute the Initial Mortgagee Non-Disturbance Agreement, provided the agreement conforms to the agreement attached hereto as Exhibit D.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingProperty, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedProperty, ground leases or underlying leases, or Landlord’s Lessor's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall Lessor or any mortgagee or ground lessor will have the right right, at its election, to subordinate or cause to be subordinated such any ground lessee or underlying leases or any such liens to this Lease. If Lessor's interest in the Premises is acquired by any ground lessor or mortgagee, and in such case, or in the event that any ground lease proceedings are brought for the foreclosure of, or underlying lease terminates for any reason or in the event of exercise of. power of sale under, any mortgage or deed of trust is foreclosed made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shallLessee will, notwithstanding any subordination and upon the request of such subordinationsuccessor in interest to Lessor, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor and recognize such successor in interest as the Lessor under this Lease, at the option of such successorprovided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-in-interest to Landlord. Tenant executing, Lessee covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforLessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, provided Lessee's interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the form required Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease or master lease (a "Foreclosing Party"), even if such Foreclosing Party elects to have Lessee attom to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month's rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by the holder (the “Holder”) of the Security Instrument requesting mortgage, deed of trust, ground lease or master lease or the document; provided that Foreclosing Party, or (vi) liable for any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights obligation or liability accruing under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as after the Foreclosing Party assigns its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord interest under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the termination or foregoing provisions, and all other provisions of this Lease which are for the benefit of a Foreclosing Party, which rights shall survive a foreclosure of any Security Instrument, and Tenant shall, within ten (10) days the deed of demand therefor, execute any commercially reasonable instruments trust or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgage.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (ai) any and all ground leases or underlying leases which may now exist existing or hereafter be executed affecting the Building, Building or all or any portion of the Project, or the land upon which the Building and the Project are situated, or both; Demised Premises and (bii) the lien of any mortgage or deed of trust which may now exist existing or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedDemised Premises (or any portion thereof), ground leases or leases, underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security security. The foregoing subordination shall be effective provided and on the condition that such ground lessor, underlying lessor, mortgagee, trustee, beneficiary, grantee or lender (collectivelyhereafter referred to as "mortgagee") named in such instrument shall provide Tenant with a written subordination, “Security Instruments”non-disturbance and attornment agreement in recordable form, on such mortgagee's standard form for same, which shall provide in substance that so long as no event of default by Tenant occurs under this Lease beyond applicable notice and/or cure periods, then (a) Tenant shall not be named or joined in any action or proceeding to terminate such ground or underlying lease or to foreclose on such mortgage or deed of trust (as applicable) or any proceeding to otherwise enforce the rights of such mortgagee, in each case except as required by applicable law and (b) no such termination, foreclosure or other proceeding shall result in the cancellation or termination of this Lease (whether or not Tenant is named in such action). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground or underlying leases or any such liens to underlying leases or to this Lease, and in such case, in . In the event that any ground lease Lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and at the option of such subordinationsuccessor, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand of request by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or in the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust. If Tenant fails to timely execute such additional documents, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its Tenant's attorney-in-fact to execute, deliver and record any for the sole purpose of executing such document in the name and additional documents on behalf of Tenant. If requested to do soby any present or future lender or ground lessor, Tenant shall attorn agrees to and recognize as Tenant’s landlord amend this Lease provided such amendment does not materially increase the obligations or materially decrease the rights of Tenant under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, environmental access agreements (including the H-P Access Agreement), the Conservation Easement and the HCP, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingPremises, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the BuildingPremises, the Project, the land upon which the Building and the Project are situated, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this LeaseLease any of the items referred to in clause (a) or (b) above, and in such case, in subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest Successor and Tenant will not be disturbed in its use of the Premises pursuant to Landlord, at the option terms of such successor-in-interest to Landlordthis Lease. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and shall specifically execute, acknowledge Tenant’s failure to execute and deliver any such document within ten (10) days Business Days after such demand by Landlord shall constitute an Event of demand therefor Default without further notice so long as such subordination is accompanied by a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided non-disturbance agreement that any such instrument provides states that so long as no an Event of Default by Tenant Default has occurred and is continuingnot in existence, neither this Lease nor any of Tenant’s rights under this Lease hereunder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeterminated or modified, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant nor shall attorn to and recognize as Tenant’s landlord under this Lease possession of the Premises be disturbed or interfered with, by any superior lessortrustee’s sale or by an action or proceeding to foreclose said mortgage, superior mortgagee deed of trust or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Project and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto (collectively, the "Superior Holders"); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future ground or underlying lease or to the lien of any future mortgage, trust deed or other encumbrances, or any renewal, extension or modification, consolidations and replacements thereof, shall be the receipt by Tenant of a subordination, non-disturbance and attornment agreement in commercially-reasonable form provided by the Superior Holder and reasonably acceptable to Tenant, which requires the Superior Holder to accept this Lease, and not to disturb Tenant’s possession or any of Tenant’s other rights and interests under this Lease, so long as an event of default beyond the expiration of any applicable notice and cure periods set forth in this Lease has not occurred (an “SNDA”). Tenant covenants and agrees in the event of a foreclosure (or deed in lieu thereof) of any such mortgage, trust which deed or other encumbrance that is the subject of an SNDA (or if any such ground or underlying lease that is the subject of an SNDA is terminated), to attorn to the lienholder, purchaser or any successors thereto upon any such foreclosure sale or the grantee of any deed in lieu thereof (or to the ground or underlying lessor) and to recognize such purchaser, grantee or ground or underlying lessor as the lessor under this Lease. Landlord's interest herein may now exist be assigned as security at any time to any lienholder. Tenant shall, within ten days of request by Landlord, execute such further instruments or hereafter be executed in assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any amount for which the Buildingsuch mortgages, the Project, the land upon which the Building and the Project are situatedtrust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or Landlord’s interest law which may give or estate in purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, Tenant hereunder in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments foreclosure proceeding or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28sale.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall will be subject and subordinate at all times to: to (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting any of the Building, the Project, or the land upon which the Building and the Project are situated, or both; Buildings and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which any of the BuildingBuildings, the Project, the land upon which the Building and the Project are situated, ground Development or any leases or underlying leasesthereof, or Landlord’s 's interest or and estate in any of said items items, is specified as security security; provided, however, that such subordination is hereby conditioned upon the execution and delivery to Tenant by any mortgagee or beneficiary with a deed of trust encumbering any of the Buildings and/or the Development, or any lessor of a ground or underlying lease with respect to any of the Buildings, of the mortgagee's, beneficiary's or ground or underlying lessor's (collectivelyas applicable) standard "subordination, “Security Instruments”). nondisturbance and attornment agreement." Notwithstanding the foregoing, Landlord shall have and Landlord's lender(s) with a security interest in the right Development or any of the Buildings and any ground lessor may by written notice to Tenant subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, , Tenant shall, notwithstanding any such subordination, shall attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest , in which event Tenant's right to Landlordpossession of the applicable portions of the Premises will not be disturbed so long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord or its secured lender(s) or any ground lessor, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, ground lease or underlying leases or the lien of any such mortgage or deed of trust. If Tenant fails to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may will be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default hereunder.

Subordination. 15. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: to (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant's attornment thereof): (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project or any common areas are situated, or both; and (b) the lien or interest of any mortgage or deed of trust to secure debt which may now exist or hereafter be executed in any amount for which the said Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust to secure debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Tenant agrees to execute such non-in-interest disturbance and attornment agreements as the holder of any mortgage or deed to Landlordsecure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or deed to secure debt. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document documents in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord The Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforSPE shall make, any additional documents evidencing and all payments and prepayments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note, provided that, after giving effect to any such Security Instrumentspayment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement) owned by the SPE at such time exceeds the sum of (i) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (ii) the aggregate outstanding principal balance of all loans made under this Subordinated Note. The Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, the Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of the SPE owing to Wxxxx Fargo Bank, National Association, as the Administrative Agent (together with its successor and assigns in such capacity, the “Administrative Agent”) or the Purchasers from time to time party thereto (the “Purchasers”) under that certain Receivables Purchase Agreement, dated as of December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) by and among the SPE, MSC Industrial Direct Co., Inc. a New York corporation, as the Master Servicer, the Purchasers and the Administrative Agent. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent, the Purchasers and/or any of their successors or permitted assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all other obligations of the SPE and/or the Master Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, by its acceptance hereof, the Originator shall be deemed to have agreed not institute against the SPE any proceeding of the type described in Section 10.01(j) or 10.01(k) of the Receivables Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by the Originator in violation of this Section 4, such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Administrative Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the "Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and the become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after ; upon demand by Landxxxx xxx in the form requested by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenaxx. Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification. This certificate should also state the amount of demand thereforcurrent monthly rent, execute the dates to which rent has been paid in advance, and the amount of any commercially reasonable instruments or other documents which security deposit and prepaid rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be required represented by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without Provided that Landlord, Tenant and the necessity Underlying Party (defined below) execute a subordination, non-disturbance and attornment agreement in recordable form reasonably acceptable to Tenant and the Underlying Party (and Landlord and Tenant agree that the subordination, non-disturbance and attornment agreement attached hereto as Exhibit “K” is reasonable and a subordination, non-disturbance and attornment agreement which is substantively the same as Exhibit “K” shall be reasonable) this Lease is and shall be subject and subordinate to any and all ground or similar leases which may hereafter affect the Project, all mortgages which may hereafter encumber or affect the Project and to all renewals, modifications, consolidations, replacements and extensions of any additional documents being executed by Tenant for such leases and/or mortgages (the purpose “Underlying Documents”); provided, however, that at the option of effecting a subordinationany Underlying Party, this Lease shall be subject superior to the lease or mortgage of such Underlying Party. Tenant shall execute promptly any subordination, non-disturbance and attornment agreement or other appropriate certificate or instrument evidencing same reasonably acceptable to Tenant that Landlord may request. In addition, as a part of any non-disturbance agreement, the applicable Underlying Party must agree that the provisions of this Lease governing the application of insurance proceeds and condemnation awards shall be prior to such Underlying Party’s ground lease or security documents. As used in this Lease, the term “Underlying Party” shall mean the holder of the Landlord’s interest under any ground or similar lease and/or the mortgagee or purchaser at foreclosure with respect to any mortgage. Tenant agrees that any Underlying Party may unilaterally subordinate its mortgage or lease to this Lease at any time by filing a notice of such subordination in the Official Public Records of Real Property of the County where the Building is located. Notwithstanding anything to the contrary contained in this Lease, the Underlying Documents shall in all times to: (a) all events be subordinate to the terms of the Development Agreement. Without limiting the foregoing, in the event of the termination of any ground leases or underlying leases which may now exist or hereafter be executed similar lease affecting the Building, the Project, Project or the land upon which enforcement by the Building and trustee or the Project are situated, or both; and (b) the lien of beneficiary under any mortgage or deed of trust which may now exist of remedies provided by law or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under to terminate this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document set forth in the name and on behalf of Tenant. If requested Development Agreement shall be binding upon any successor in interest (whether or not the events giving rise to do so, Tenant shall attorn such termination occurred prior to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the after such termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28enforcement).

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any first mortgagee with a lien on the Building or any ground Lessor with respect to the building, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s Landlords interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to the subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens lions to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu lien of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become becomes the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document documents in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without This Lease is expressly made subject to and is subordinate to all current or future mortgages and liens upon the necessity of Premises or any additional documents being executed part thereof by Tenant for Landlord or its successors, including purchasers or transferees, and any and all renewals, modifications, and extensions thereof. It is specifically understood and agreed by the purpose of effecting a subordination, parties hereto that this Lease and all rights, privileges, and benefits hereunder are and shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building subject to and the Project are situated, or both; and (b) subordinate to the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and all mortgages and the Project are situatedaccompanying documents executed by Landlord on behalf of the Premises. The foregoing subordination shall be self-operative and no further instruments of subordination shall be necessary; provided, ground leases or underlying leaseshowever, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become upon the tenant request of the successor-in-interest to Landlord, at the option holder or proposed holder of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the form required by Premises (a "Mortgagee"), execute and deliver a subordination, non-disturbance and attornment agreement subordinating Tenant's interest hereunder or Tenant's leasehold interest in the holder (the “Holder”) of the Security Instrument requesting the document; provided that Premises to any such instrument provides deed of trust, mortgage or other lien or security interest in confirmation and furtherance of and in addition to the foregoing subordination provisions of this Section 10 and containing the following: (i) the agreement of Tenant that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize such Mortgagee (or the purchaser) upon a foreclosure sale or sale under a power of sale contained in such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises, or a conveyance by a deed-in-lieu of foreclosure, as Tenant’s landlord the case may be, as Landlord under this Lease for the balance of the Term, subject to all of the terms and provisions of this Lease; and (ii) the agreement of such Mortgagee that, so long as no Event of Default by Tenant exists hereunder (beyond any superior lessorperiod given Tenant to cure such default), superior mortgagee this Lease and the leasehold estate hereby created shall not be extinguished or terminated, and the rights hereunder of Tenant will not be disturbed, by any such foreclosure sale, sale under a power of sale, or conveyance by a deed-in-lieu of foreclosure, as the case may be, under such Mortgagee's deed of trust, mortgage or other purchaser lien or person taking title security interest encumbering Landlord's interest in the Premises. Notwithstanding any provision in this Lease to the Building by reason contrary, Tenant's obligation to execute a subordination agreement is subject to the terms and conditions set forth in LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Paragraph 3 of the termination or foreclosure of any Security InstrumentAddendum 1 hereto. IN THE EVENT THAT, and Tenant shallAT THE EFFECTIVE DATE OF THIS LEASE, within ten THERE EXISTS ANY UNRELEASED MORTGAGE OR FINANCING LIEN UPON THE PREMISES OR ANY PART THEREOF, THEN AS A PREREQUISITE TO TENANT'S EXECUTION OF THIS LEASE, THE LANDLORD SHALL CAUSE THE HOLDER OF EACH SUCH MORTGAGE OR FINANCING LIEN TO PROVIDE TO TENANT A PROPOSED SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (10) days of demand thereforEACH AN "SNDA"), execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28INCLUDING TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO TENANT, LANDLORD, AND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN, FOR TENANT'S CONSIDERATION AND SIGNATURE, SUBJECT TO THE PROVISIONS IN PARAGRAPH 3 OF ADDENDUM 1 HERETO; PROVIDED THAT ANY AND EACH SNDA SHALL BE DATED AND EXECUTED ON BEHALF OF TENANT, LANDLORD, AND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN SIMULTANEOUSLY WITH THE EXECUTION OF THIS LEASE.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination18.1.1 Subject to Tenant’s receiving an SNDAA (as hereinafter defined), this Lease Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate at all times to: to the interests of (ai) all future ground leases and master leases of all or underlying leases which may now exist or hereafter be executed affecting any part of the Building, ; (ii) future mortgages and deeds of trust encumbering all or any part of the Project, Building; (iii) future advances made under any such mortgages or the land upon which the Building and the Project are situated, or bothdeeds of trust; and (biv) the lien all renewals, modifications, replacements and extensions of any mortgage or deed such future ground leases, master leases, mortgages and deeds of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security InstrumentsDocuments”)) which hereafter constitute a lien upon or affect the Project, the Building or the Premises. Notwithstanding Such subordination shall be effective without the foregoingnecessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens Security Documents to this Lease, Lease and in such case, in the event that of the termination or transfer of Landlord’s estate or interest in the Project by reason of any ground lease termination or underlying lease terminates for foreclosure of any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonsuch Security Documents, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to LandlordLandlord so long as Tenant is provided a commercially reasonable subordination non-disturbance and attornment agreement (an “SNDAA”). Furthermore, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, shall within ten (10) days after of demand therefor execute any commercially reasonable instruments or other documents which may reasonably be required by Landlord therefor, or the holder (“Holder”) of any additional documents evidencing the priority or subordination of Security Document which does not materially impair Tenant’s rights under this Lease with respect to any such Security Instrumentsor materially increase Tenant’s liabilities, and specifically shall specifically execute, acknowledge and deliver within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the commercially reasonable form required by the holder (the “Holder”) Holder of the Security Instrument Document requesting the document; , provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, document does not materially impair Tenant’s rights under this Lease or subject Tenant to materially increased liabilities; the failure to do so by Tenant within such time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 18.1, a “Successor Landlord”) shall (a) not be terminated. Tenant hereby irrevocably appoints liable for any act or omission of Landlord as or its attorney-in-fact predecessors, if any, prior to execute, deliver and record any the date of such document in the name and on behalf of Tenant. If requested Successor Landlord’s succession to do so, Tenant shall attorn to and recognize as TenantLandlord’s landlord interest under this Lease (provided that the Successor Landlord shall remain obligated to cure any superior lessordefaults of Landlord that remain outstanding (as a continuing default) at the time of transfer); (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, superior mortgagee or other purchaser or person taking title if any, prior to the Building by reason date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (c) not be liable for the termination or foreclosure return of any Security Instrument, security deposit under this Lease unless the same shall have actually been deposited with such Successor Landlord; and Tenant shall, within ten (10d) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder entitled to receive notice of any Landlord default under this Lease plus the same opportunity to cure such Security Instrument default as Landlord prior to evidence the attornment described in Tenant having any right or ability to terminate this Article 28Lease as a result of such Landlord default.