Common use of Subordination Clause in Contracts

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and subordinate to all ground or and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Leased Premises Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease holder or the holders of any such mortgage or deed of trust shall advise Lessor Encumbrance ("Holder") require that they desire or require this Lease to be prior and superior thereto, upon within seven (7) days after written request of Lessor Landlord to LesseeTenant, Lessee agrees to promptly Tenant shall execute, acknowledge have acknowledged and deliver any and all documents or instruments instruments, in the form presented to Tenant, which Lessor Landlord or such Lessor, holder or holders deem Holder deems necessary or desirable for purposes thereofsuch purposes. Lessor Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground Encumbrances which are now or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, howeverprovided only, that in ***** Confidential portions of the foregoing provisions material have been omitted and filed separately with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance Securities and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in Exchange Commission. Confidential Treatement Requested the event of termination of any such leasehold estate lease or upon the foreclosure of any such mortgage or deed of trust, if Lessee Xxxxxx agrees to recognize Xxxxxx's rights under this Lease as long as Tenant is not then in defaultdefault beyond any applicable notice and cure period and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within ten (10) days after Xxxxxxxx's written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance that will not increase Tenant's cost or expense or materially or adversely change Tenant's rights, remedies or obligations under this Lease. 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 set forth in this paragraphSection, Lessee Tenant hereby attorns and agrees to attorn to any person, firm or corporation entity purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds encumbrance. Landlord shall cause the fee title owner, Ardenwood Corporate Park Associates ("Owner") and the existing lender, Bank of trust or ground or underlying leases as if such personAmerica, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession furnish to Tenant, within forty (40) days of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all date of the provisions both parties' execution of this Lease, unless with written agreements reasonably satisfactory in substance to Tenant (and in the case of Bank of America, using the attached Exhibit 20.T. as a first draft), providing for (i) recognition by the lender and Owner 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 the Premises or termination of the Ground Lease. In the event that Landlord is otherwise terminated pursuant unable to provide such agreements, Xxxxxx's sole remedy shall be termination of the Lease, which election shall be made within fourteen (14) days following the expiration of such 40-day period. In the event of such termination, Landlord shall reimburse Tenant for costs associated with obtaining the Letter of Credit, and shall reimburse Tenant fifty percent (50%) of costs actually incurred by Tenant between the execution date of the Lease and the date of Landlord's notice to Tenant that it is unable to provide such agreement, in connection with this Lease; provided, however, that such reimbursement by Landlord shall not exceed One Hundred Thousand Dollars ($100,000.00). Landlord represents that to the best of its termsknowledge, Bank of America is willing to grant the agreement described in this paragraph.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust other collateral agreements which may now or hereafter affect the Leased Premises premises, and to all renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedthereof (hereinafter referred to as the "mortgage"). This clause shall be self-operative and no further instrument of subordination will be required. If additional confirmation of such subordination is requested, Tenant, without expense to Lessor, shall execute promptly any appropriate instrument Lessor may request. Provided, however, if that in the Lessor under any such lease or event that the holders holder of any such the mortgage forecloses the mortgage or takes a deed from the owner of trust shall advise Lessor that they desire or require the premises in lieu of mortgage foreclosure, the mortgage holder, at its election may give written notice to Tenant of its intention to hold Tenant to the terms of this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten twenty (1020) days after the Lessor's written request expiration of the period of redemption or delivery of the deed in lieu of foreclosure, whichever is applicable, in which event this Lease shall be deemed to execute, acknowledge be a direct Lease between the said mortgage holder and deliver upon request any Tenant as of the date of exercise of election and all documents this Lease shall thereafter be in full force and instruments requested by Lessor effect according to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms herein and Tenant shall be bound to the mortgagee under all of the terms, covenants and conditions contained in of this Lease for the then unexpired balance of the term hereof in remaining. In the event of termination of such leasehold estate or upon the foreclosure of any such election by the mortgage or deed holder, however, Tenant shall, and does hereby, remise, release and forever discharge mortgage holder of, from and against any and all undertakings, agreements and liabilities of trust, if Lessee is not then in default. Notwithstanding anything to Lessor under the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions terms of this Lease, unless this Lease is otherwise terminated pursuant excepting only the covenant of quiet possession, and Tenant agrees that thereupon and thereafter all rentals reserved hereunder, as well as any rental accrued to its termsthe effective date of such election by mortgage holder, shall be absolutely due and owing by Tenant to Lessor, free from any right of set-off or counter-claim, excepting only in respect of breaches by the mortgage holder, after giving such election, of the Lessor's covenant of quiet possession; and except for such covenant of quiet possession, Tenant shall thereupon and thereafter be liable to such mortgage holder, as Lessor, for each and every covenant, agreement and undertaking contained herein on the part of Tenant to be performed.

Subordination. This Lease is subject Anything in this Indenture or the Securities of any series, or any Coupons appertaining thereto, to the contrary notwithstanding, the Indebtedness evidenced by the Securities of all series and any Coupons appertaining thereto shall be subordinate and junior in right of payment in all respects to all ground Indebtedness of the Company, except (i) other Subordinated Indebtedness of the Company and (ii) Capital Indebtedness of the Company, whether outstanding at the date of this Indenture or underlying leasesincurred after the date of this Indenture. Such Indebtedness of the Company to which the Securities and any Coupons appertaining thereto are subordinate and junior is sometimes herein referred to as "Superior Indebtedness". Without limiting the effect of the foregoing, mortgages "subordinate" and deeds "junior" as used herein shall include within their meanings the following: that (i) in the event of trust which now affect any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Leased Premises Company or its creditors or its property, and to in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then all renewalsprincipal and interest on all Superior Indebtedness shall first be paid in full, modificationsor such payment be provided for, consolidationsbefore any payment on account of principal or interest is made upon the Indebtedness evidenced by the Securities of any series and any Coupons appertaining thereto, replacements and extensions thereof; provided, however, if the Lessor under in any such lease proceedings any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in respect of the Securities of any series and any Coupons appertaining thereto shall be paid or delivered directly to the holders of any such mortgage or deed of trust Superior Indebtedness for application in payment thereof, unless and until such Superior Indebtedness shall advise Lessor that they desire or require this Lease to be prior have been paid and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor satisfied in full or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor payment and satisfaction 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Leasebeen provided for; provided, however, that (x) in the event that payment or delivery of such cash, property or securities to the Holders of the Securities of any series and to the Holders of any Coupons appertaining thereto is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities of all series and any Coupons appertaining thereto to Superior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law, no payment or delivery of such cash, property or securities payable or deliverable with respect to the Securities of any series and any 105 95 Coupons appertaining thereto need be made to the holders of Superior Indebtedness; and (y) no such delivery need be made of securities which are issued pursuant to voluntary reorganization, dissolution or liquidation proceedings, or upon any merger, consolidation, sale, lease, transfer or other disposal not prohibited by sec. 6.02 of this Indenture, by the Company, as reorganized, or by the New Company, and which securities are subordinate and junior to the payment of all Superior Indebtedness then outstanding; and (ii) in the event that pursuant to Article Eight of this Indenture the Securities of any series are declared due and payable because of the occurrence of any Event of Default described in Article Eight of this Indenture (under circumstances when the provisions of the foregoing clause (i) shall not be applicable), the Holders of Securities of such series and the Holders of any Coupons appertaining thereto, and the Trustee, on their behalf (but not with respect to its own compensation and expenses), shall be entitled to payment only after there shall first have been paid in full the Superior Indebtedness outstanding at the time Securities of such series and any Coupons appertaining thereto so become due and payable because of such Event of Default, or such payment shall have been provided for. No present or future holder of Superior Indebtedness shall be prejudiced in his right to enforce subordination of the Securities of all series and any Coupons appertaining thereto by any act or failure to act on the part of the Company. The provisions of this Article Fifteen are solely for the purpose of defining the relative rights of the holders of Superior Indebtedness on the one hand, and the Holders of the Securities of all series and the Holders of any Coupons appertaining thereto on the other hand, and nothing herein shall impair, as between the Company and the Holder of any Security of any series or of any Coupon appertaining thereto, the obligation of the Company, which is unconditional and absolute, to pay to the Holder thereof the principal, premium, if any, and interest, if any, thereon in accordance with its terms, nor shall anything herein prevent the Holder of a Security of any series or of any Coupon appertaining thereto or the Trustee on behalf of the Holders of the Securities of all series or of any Coupons appertaining thereto from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights, if any, under this Article Fifteen of holders of Superior Indebtedness to receive cash, property or securities otherwise payable or deliverable to the Holders of the Securities of any series or of any Coupons appertaining thereto. sec. 15.02. Securities May be Paid Prior to Dissolution, etc. Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in the Securities of any series or any Coupons appertaining thereto, shall prevent (a) the 106 96 Company, at any time except under the conditions described in sec. 15.01 or during the pendency of any dissolution or winding up or total or partial liquidation or reorganization proceedings therein referred to, from making payments at any time of principal of and premium, if any, or interest, if any, on Securities of any series or payments of any Coupons appertaining thereto or from depositing with the Trustee or any Paying Agent moneys for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of or on account of the principal of and premium, if any, or interest, if any, on Securities of any series or payments of any Coupons appertaining thereto to the Holders of Securities of such series or of any Coupon appertaining thereto entitled thereto if such payment would not have been prohibited by the provisions of sec. 15.01 on the date such moneys were so deposited. Notwithstanding the provisions of sec. 15.01 or any other provision of this Indenture, the Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Superior Indebtedness or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received written notice thereof from the Company or from a holder of such Superior Indebtedness; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, that, if prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, or interest, if any, on the Securities of any series or the payment of any Coupons appertaining thereto) the Trustee or such Paying Agent shall not have received with respect to such election of subordination by Lessor moneys the notice provided for in this sec. 15.02, then, anything herein contained to the contrary notwithstanding, the Trustee and such Paying Agent shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be effective unless the owner or holder of affected by any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything notice to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under which may be received by it after such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsdate. sec. 15.03.

Subordination. (a) This Lease is and all rights of Tenant hereunder are subject and subordinate to any first deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Landlord's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground lease or underlying leasesprimary lease (an "Underlying Lease") that now or thereafter covers all or any part of the Shopping Center, mortgages and deeds the land, or any interest of trust which now affect the Leased Premises Landlord therein, and to any and all advances made on the security thereof and to any and all increase, renewals, modifications, consolidations, replacements and extensions thereof; providedof such Mortgage or Underlying Lease. This provision is self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, if within 10 days after receipt of a written request from Landlord, execute, acknowledge and deliver to Landlord or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, all instruments and certificates that in the judgment of Landlord, Holder or Lessor under may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Tenant agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its sole discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor preceding sentence shall survive any such lease foreclosure, sale or the holders of termination. Tenant, upon demand, before or after any such mortgage foreclosure, sale or deed termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments that in the judgment of trust shall advise Holder or Lessor that they desire may be necessary or require this Lease desirable to be prior confirm or evidence such attornment and superior thereto, upon written request of Tenant hereby irrevocably authorizes Holder or Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any such instruments on Tenant's behalf. It is understood and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable agreed that Tenant's obligation to furnsh to Landlord any instrument described in this Article 21 promptly as requested is a material inducement for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the LessorLandlord's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination execution of this Lease; provided. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver such instruments. Tenant acknowledges that it may be difficult, howeverif not impossible, that for Landlord to finance or sell the foregoing provisions Shopping Center without such instruments from Tenant. Tenant's failure to deliver said instruments in the time and manner provided herein shall constitute an event of default. In addition to any other remedies set forth herein, Landlord shall be entitled all remedies available at law with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsbreach.

Subordination. (a) This Lease is subject Lease, and any Option or right of first refusal granted hereby, at Xxxxxx's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all ground or underlying leases, mortgages and deeds of trust which now affect advances made on the Leased Premises security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraphsuch subordination, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that LesseeXxxxxx's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Xxxxxx agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Xxxxxx's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Lessee hereunder without further notice to Lessor or, at Lessors option, Lessor shall execute such documents on behalf of Xxxxxx as Xxxxxx's attorney in-fact. Xxxxxx does hereby make, constitute and irrevocably appoint Xxxxxx as Xxxxxx's attorney-in-fact and in Xxxxxx's name, place and stead, to execute such documents in accordance with this paragraph 30(b). 31.

Subordination. This Lease is subject (a) Each Holder and subordinate to all ground or underlying leases, mortgages each of its respective successors and deeds assigns by their acceptance hereof covenants and agrees that (i) the payment of trust which now affect the Leased Premises principal of and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require interest on this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any Note and all documents or instruments which Lessor or such Lessorother amounts and liabilities payable by the Company under this Note (other than in connection with the Conversion) shall be subordinate and junior to and subject in right of payment to the prior payment in full of all the principal of and interest on each outstanding loan, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to including all interest paid-in-kind, all fees, including any early prepayment fees, all indemnification payments, all expense reimbursement payments and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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 other payments owing to the time or character of Senior Agent, the Senior Lenders and the other Secured Parties (as defined in the Credit Agreement) under the Loan Documents (as defined in the Credit Agreement) (all such advances together with interest thereon and subject to all obligations, the terms and provisions thereof“Senior Obligations”); and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and no such amount or liability shall be paid until all documents and instruments requested by Lessor to assure the subordination of this LeaseSenior Obligations have been paid in full in cash; provided, however, that so long as no event of default under the foregoing provisions with respect Credit Agreement exists or will exist resulting from such payment, the Company shall be permitted to such election make Interest Payments of subordination by Lessor shall not be effective unless PIK Interest hereunder, and (ii) the owner or holder rights and remedies of any such mortgage, deed the Holders hereunder (other than the right to receive shares of trust or Common Stock of the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof Company in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then a Conversion) are in default. Notwithstanding anything all cases fully subordinated to the contrary set forth in this paragraphrights and remedies of the Senior Agent, Lessee hereby attorns the Senior Lenders and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or Secured Parties pursuant to the Loan Documents. The Holders shall not exercise of any other rights, powers rights or remedies under such mortgage or deeds on account of trust this Note (including but not limited to any action to demand or ground sue for collection of amounts payable hereunder or underlying leases as thereunder or, if such personotherwise available, firm to accelerate the principal of this Note or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession commence or to join with any other person or entity in commencing any reorganization or other Insolvency Proceeding of or against the Company or its assets), until the payment in full in cash of all Senior Obligations and the termination of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the Credit Agreement has occurred. Notwithstanding any provisions of this LeaseNote or the Purchase Agreement to the contrary, unless the Company’s failure to pay any interest or principal due under this Lease Note shall not constitute an Event of Default or breach hereunder if such payment would result in an event of default or breach on the part of the Company or any of its affiliates under the Credit Agreement. In such an event, payment shall be deferred until the first business day that it may occur without any such event of default or breach resulting therefrom, and interest shall accrue on any such deferred amounts in accordance herewith. This Note is and shall remain unsecured. In the event any Holder shall obtain a security interest or lien securing the obligations of this Note in contravention to the foregoing or otherwise, each Holder (without further action of any person) hereby subordinates any and all of its present and future rights in respect of or related to the Collateral (as defined in the Credit Agreement), whether now existing or hereafter acquired, along with any lien or security interest in which such Holder now or hereafter obtains in respect of any asset of the Company (including, without limitation, the Collateral), to any lien or security interest that the Senior Agent, any Senior Lender or any other Secured Party now have or hereafter obtain in respect of any asset of the Company (including, without limitation, the Collateral). If, before the payment in full in cash of all Senior Obligations and the termination of the Credit Agreement has occurred, (x) any Holder receives any payment or distribution made or received on account of any of the obligations under this Note or (y) without limiting the foregoing, any of the Collateral or any proceeds thereof or any distributions in respect thereof shall be received by or for the benefit of any Holder, in any case, at a time when such payment, distribution or receipt is prohibited under this Section 5 or otherwise terminated pursuant in violation of the Loan Documents, then, in each case, the Holder shall hold such payment, distribution, collateral or proceeds in escrow for the benefit of the Senior Agent (for the benefit of Senior Lenders and the other Secured Parties) and shall immediately deliver the same (with an appropriate endorsement) to its termsthe Senior Agent to apply to, or hold as security for, the Senior Obligations. Upon any such payment by any such Holder to the Senior Agent (for the benefit of Senior Lenders and the other Secured Parties) in accordance with the preceding sentence, such amount, together with all accrued and unpaid interest thereon, shall be deemed outstanding under this Note as if no such payment, distribution, collateral or proceeds had ever been received by such Holder.

Subordination. This 23.1 Subject to Landlord's obtaining and providing to Tenant a "non- disturbance agreement" as provided in Paragraph 23.2, below, this Lease is and Tenant's rights hereunder are and will remain subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust or any other hypothecation for security now or hereafter placed upon the real property of which now affect the Leased Premises are a part (the "Property"), and to all increases, renewals, modifications, consolidations, replacements replacements, and extensions thereof (collectively referred to as the "Mortgage"). 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, at such holder's election tenant will be bound to such holder or its successor-in- interest under all terms and conditions of this Lease, and Tenant will be deemed to have attorned to and recognized such holder or successor as Landlord's successor-in-interest for the remainder of the Lease Term or any extension thereof; provided, however, if the Lessor under any such lease . The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Landlord or the holders holder of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior theretoa Mortgage, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments in which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agreescase Tenant will, within ten (10) days after the Lessor's written request to executerequest, acknowledge execute and deliver upon request without charge any and all documents and instruments requested reasonably required by Lessor Landlord or such holder in order to assure confirm the subordination of this Lease; provided, however, that and attornment set forth above. Should the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in Mortgage request that this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustand Tenant's rights hereunder be made superior, if Lessee is not then in default. Notwithstanding anything rather than subordinate, to the contrary set forth Mortgage, then Tenant will, within ten (10) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in this paragraph, Lessee hereby attorns order to effectuate and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring evidence such superiority of the Leased Premises at any sale or other proceeding or pursuant Lease to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsMortgage.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee 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) days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Lease is and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any first mortgage, now existing or hereafter created on or against the Project or the Premises, and all ground or underlying leasesamendments, mortgages and deeds of trust which now affect the Leased Premises and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, howeverwithout the necessity of any further instrument or act on the part of Tenant. Tenant agrees, if at the Lessor under election of the holder of any such lease mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the holders same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder” of a mortgage shall be deemed to include the beneficiary under a deed of trust. Landlord represents to Tenant that as of the date hereof the Building is not subject to or encumbered by a mortgage. Notwithstanding the preceding provisions of this Paragraph 27, this Lease and Tenant’s interest in the Premises shall not be subordinate to any future mortgage or deed of trust on the Project, and Tenant shall not be obligated to execute an instrument subordinating this Lease or Tenant’s interest in the Premises to any future mortgage or deed of trust on the Project, unless concurrently with such subordination the holder of such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or in such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election instrument of subordination by Lessor shall not be effective unless to disturb Tenant’s possession of the owner or holder of any such mortgage, deed of trust or Premises (so long as no default exists under the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof Lease) in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything holder acquires title to the contrary set forth Premises through foreclosure, deed in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm lieu of foreclosure or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsotherwise.

Subordination. This Lease is subject and subordinate in all ------------- -------------- respects to all ground mortgages which may now or underlying leases, mortgages and deeds of trust which now hereafter be placed on or affect the Leased Premises real property of which the Promises are a part, or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedthereof and all substitutions therefor. This Section XXVI shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, howeverTenant shall execute and deliver promptly any certificate that Landlord and/or any mortgagee and their respective successors in interest may request. Notwithstanding the generality of the foregoing provisions of this Section XXVI, if the Lessor under Tenant agrees that any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor mortgagee shall have the right at any time to cause subordinate any such mortgages or other instruments of security to 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 hereafter be executed covering the Leased 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 on such advances together with interest thereon terms and subject to all the terms such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants and provisions thereof; and Lessee agreesagrees upon demand by Landlords mortgagee at any time, within ten (10) days before or after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder institution of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease proceedings for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage mortgages or deed other instruments of trustsecurity, if Lessee is not then in default. Notwithstanding anything or sale of the Building pursuant to the contrary set forth in this paragraphany such mortgages or other instruments of security (which agreement shall survive any such foreclosure sale), Lessee hereby attorns and agrees to attorn to such mortgagee or such purchaser upon any personsuch sale and to recognize such purchaser as Landlord under this Lease, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby provided that LesseeTenant's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay except under the rent and observe and perform all of the provisions terms of this Lease, unless and further agrees to execute any and all documents as such mortgagee may require to confirm such attornment. Landlord and Tenant acknowledge that they willon or about the date of execution hereof, enter into a Subordination, Nondisturbance and Attornment Agreement ("SNDA") with Citizens Bank Of Massachusetts ("Current Lender") respecting this Lease is otherwise terminated pursuant in the form attached hereto as Exhibit "C" and by this ----------- reference made a part hereof. Landlord represents and warrants to its termsTenant that there are no mortgages currently affecting the Property or Premises, except for the mortgage held by Current Lender.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leasesmortgage, mortgages or deeds deed of trust which may or ground lease now or hereafter be executed covering placed upon the Leased Premises Premises, the Office Complex, the Property or any renewalsportion thereof by Lessor or its successors or assigns, modificationsand to amendments, consolidationsreplacements, replacements or renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute and deliver any instruments, releases or other documents in form reasonably acceptable to Lessee that may be reasonably required for the full amount purpose of all advances made or to be made thereunder subjecting and without regard subordinating this Lease, as above provided, to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder lien of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such ownerground lease. It is agreed, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustnevertheless, if that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and other charges to be paid by Lessee under this Lease and in the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that neither Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of enjoyment under this Lease, unless nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accor- -48- dance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be interfered with. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XV, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in lien to such mortgage, deed of trust or ground lease, whether this Lease is otherwise terminated pursuant dated prior to or subsequent to the date of such mortgage, deed of trust or ground lease, and Lessee shall execute such attornment agreement as may be reasonably requested by said holder or Lessor, in form reasonably acceptable to Lessee. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any mortgage, ground lease, deed of trust or other security instrument shall have notified Lessee in writing (by the way of a notice of assignment of lease or otherwise) of its termsaddress, that Lessee shall give such mortgagee, ground lessor, trust deed holder or other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or certified mail, a copy of any such notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the right to cure any alleged default during the same period that Lessor has to cure such default. Lessee agrees to execute and deliver to Lessor, concurrently with Lessee's execution of this Lease and delivery thereof to Lessor, a Subordination, Non-disturbance and Attornment Agreement in the form of Exhibit E attached hereto. Upon the execution of this Lease by Lessor, Lessor shall provide Lessee with a fully-exe- cuted copy of such Subordination, Non-disturbance and Attornment Agreement.

Subordination. 23.1 This Lease is and Tenant’s rights hereunder are and will remain subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust or any other hypothecation for security now or hereafter placed upon the real property of which now affect the Leased Premises are a part (the “Property”), and to all increases, renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedthereof (collectively referred to as the “Mortgage”). 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, however, if the Lessor under any at such lease or the holders of any holder’s election Tenant will be bound to such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and its successor-in-interest under all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, and Tenant will be deemed to have attorned to and recognized such holder or successor as Landlord’s successor-in-interest for the remainder of the Lease Term or any extension thereof. The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Landlord or the holder of a Mortgage, in which case Tenant will, within fourteen (14) days after written request, execute and deliver without charge any documents reasonably required by Landlord or such holder in order to confirm the subordination and attornment set forth above. No indemnification obligation of Landlord under this Lease is otherwise terminated pursuant shall be assumed by or binding upon any such Mortgage holder. Should the holder of a Mortgage request that this Lease and Tenant’s rights hereunder be made superior, rather than subordinate, to its termsthe Mortgage, then Tenant will, within fourteen (14) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in order to effectuate and evidence such superiority of the Lease to the Mortgage. If Landlord has made an assignment of rents and leases to the Mortgage holder, Tenant agrees to be comply with any provisions of such assignment requiring the payment of rents to the Mortgage holder.

Subordination. This Lease is subject and shall be automatically subordinate to all ground of Landlord's mortgages or underlying leases, mortgages and deeds of trust which now heretofore and hereafter affect the Leased Premises or Building to any sale and leaseback to any and all advances made or to be made thereunder, to the interest on the obligations secured thereby, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof. This subordination shall be self operative, 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election no further instrument of subordination shall be necessary to effect such subordination, provided that so long as Tenant is not in default hereunder beyond the applicable Section 20 cure period, Tenant shall, have continued enjoyment of the Premises free from any disturbance or interruption by Lessor shall not be effective unless the owner or holder reason of any such mortgage, foreclosure of Lender's deed of trust or the Lessor under any such leasehold estate mortgage; nevertheless, Tenant shall execute with Lessee a non-such additional instrument of subordination as may be required by any Lender if such instrument of subordination shall provide that so long as Tenant is not in default hereunder beyond the applicable Section 20 cure period, Tenant shall have continued enjoyment of the Premises free from any disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment interruption by reason of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in any foreclosure of Xxxxxx's deed of trust or mortgage. In the event of termination of such leasehold estate sale or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then or exercise of the power of sale thereunder, or in default. Notwithstanding anything the event of a transfer in lieu of foreclosure, Tenant shall attorn to the contrary set forth in purchaser (or transferee) of the Building at such foreclosure or sale and recognize such purchaser (or transferee) as Landlord under this paragraphLease if so requested by such purchaser (or transferee). Such attornment shall be self operative and no further instruments need be executed to effect such attornment. If any Lender elects to have this Lease superior to its mortgage or deed of trust and gives notice of its election to Tenant, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant then this Lease shall thereupon become superior to the exercise lien of any other rights, powers or remedies under such mortgage or deeds deed of trust trust, whether this Lease is dated or ground recorded before or underlying leases as if such personafter the mortgage or deed of trust. Tenant, firm or corporation had been named as Lessor herein; it being intended hereby within ten business days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee this Lease is not in default default, is unmodified and so long in full force and effect, or in full force and effect as Lessee modified, and stating the modifications. This certificate should also state the amount of current monthly Rent, the dates to which Rent has been paid in advance, and the amount of any security deposit and any unapplied Lease Consideration. Failure to deliver this certificate to Landlord within ten days shall pay the rent and observe and perform all of the provisions of this Lease, unless be conclusive upon Tenant that this Lease is otherwise terminated pursuant to its termsin full force and effect and has not been modified except as may be represented by Landlord.

Subordination. This Lease is subject and subordinate The subordination provisions contained in Article XIII of the Base Indenture shall apply to all ground the Subordinated Notes. In addition, no direct or underlying leasesindirect payment by or on behalf of the Company of principal of, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverpremium, if any, or interest on the Lessor under Subordinated Notes, whether pursuant to the terms of the Subordinated Notes, upon acceleration, pursuant to any repurchase, redemption or otherwise (each a “Note Payment”), will be made, if, at the time of such lease payment, there exists a default in the payment in cash of all or any portion of the principal of, premium, if any, or interest on any Senior Indebtedness when due, or any Senior Indebtedness has been accelerated, and such default shall not have been cured or waived in writing or the benefits of this sentence waived in writing by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any such mortgage or deed non-payment Event of trust shall advise Lessor that they desire or require Default with respect to any Senior Indebtedness, and upon receipt by the Trustee of written notice, referring to this Lease to be prior Indenture and superior theretoentitled “Payment Blockage Notice” (a “Payment Blockage Notice”), upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, from the holder or holders deem necessary of Senior Indebtedness, then, unless and until such Event of Default has been cured or desirable waived in writing or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash (or such payment shall be duly provided for purposes in a manner satisfactory to holders of such Senior Indebtedness) or otherwise to the extent holders of such Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or the benefits of these provisions have been waived in writing by the holders of such Senior Indebtedness, no Note Payment will be made to such holders during a period (a “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice by the Trustee and ending 179 days thereafter. The Trustee shall deliver a copy of the Payment Blockage Notice to the Company promptly upon receipt thereof. Lessor shall have Notwithstanding anything in the right to cause subordination provisions of this Lease to be and become and remain subject and subordinate to any and all ground Indenture or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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 Subordinated Notes to the time or character of such advances together with interest thereon contrary, (1) in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was received by the Trustee and subject to all the terms and provisions thereof; and Lessee agrees, within ten (102) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions not more than one Payment Blockage Period may exist with respect to such election the Subordinated Notes during any period of subordination by Lessor shall not be effective unless 365 consecutive calendar days. No default that existed or was continuing on the owner or holder date of delivery of any Payment Blockage Notice (whether or not such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute event is with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything respect to the contrary set forth in this paragraphsame issue of Senior Indebtedness) may be, Lessee hereby attorns and agrees to attorn to any personor be made, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsbasis for a subsequent Payment Blockage Notice.

Subordination. This Lease is subject The Indebtedness of the Company evidenced by this Agreement and subordinate to all ground or underlying leasesthe Notes, mortgages and deeds of trust which now affect including the Leased Premises and to all renewalsprincipal, modifications, consolidations, replacements and extensions thereof; provided, howeverinterest, if the Lessor under any such lease or any, shall be subordinated and junior in right of payment to the holders of the Senior Indebtedness. In the event that any such mortgage or deed default occurs in the payment of trust shall advise Lessor that they desire or require this Lease to be prior and superior theretoprincipal, upon written request of Lessor to Lesseeinterest, Lessee agrees to promptly executeif any, acknowledge and deliver on any and all documents or instruments which Lessor or such LessorSenior Indebtedness and, holder or holders deem necessary or desirable for purposes as a result thereof. Lessor , (i) a judicial proceeding 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions been instituted with respect to such election defaulted payment or (ii) the holders of subordination the Senior Indebtedness can accelerate the Senior Indebtedness and such default is continuing, then no payment shall be made by Lessor the Company to the Holders on account of the principal, interest, if any, on the Notes. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceeding or any liquidation or winding up of, or relating to, the Company, whether voluntary or involuntary, all Senior Indebtedness shall not be effective unless entitled to be paid in full before any payment shall be made on account of the owner Obligations under this Agreement or holder the Notes. In the event of any such mortgageproceedings, deed after payment in full of trust all sums owing on the Senior Indebtedness, the Holders of the Notes shall be entitled to be paid from the remaining assets of the Company the unpaid principal, interest, if any, and all Obligations under this Agreement before any payment or the Lessor under any such leasehold estate other distribution, whether in cash, property or otherwise, shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure be made on account of any such mortgage capital stock or deed any obligations of trust, if Lessee is not then in default. Notwithstanding anything the Company ranking junior to the contrary set forth Notes and the Obligations under this Agreement. Subject to the payment in this paragraphfull of the Senior Indebtedness, Lessee hereby attorns and agrees the Holders of the Notes shall be subrogated to attorn the rights of the holders of the Senior Indebtedness to any personreceive payment or distributions of cash, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale property or other proceeding or pursuant securities of the Company applicable to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had Senior Indebtedness until all amounts on the Notes and all Obligations hereunder have been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not paid in default and so long as Lessee shall pay the rent and observe and perform all of the full. The provisions of this Leaseparagraph are intended solely for the purpose of defining the relative rights of the Holders of the Notes, unless this Lease on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing herein shall impair the obligation of the Company, which is otherwise terminated pursuant absolute and unconditional, to its termspay the principal, interest, if any, on the Notes.

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any first mortgage or trust deed, mortgages and deeds of trust which now affect or hereafter in force against the Leased Premises Building or Project, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord agrees to provide Tenant, within sixty (60) days after written request by Tenant, with commercially reasonable nondisturbance agreements(s) in favor of Tenant from any such ground lessors, mortgage holders or deed of trust beneficiaries under any ground lease, mortgage or deed of trust shall advise Lessor that they desire affecting the Project or require any portion thereof leased by PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Tenant (whether now existing or coming into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term) and in consideration of, and as a condition precedent to, Tenant's agreement to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 bound by the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance Article 18. Tenant covenants and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof, if Lessee is not then in default. Notwithstanding anything to attorn, without any deductions or set-offs whatsoever, to the contrary set forth purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser, and to recognize such purchaser as the lessor under this paragraphLease. Tenant shall, Lessee hereby attorns and agrees within fifteen (15) days of request by Landlord, execute such further instruments or assurances as Landlord or any mortgage holder or deed of trust beneficiary may reasonably deem necessary to attorn evidence or confirm the subordination or superiority of this Lease to any personsuch mortgages, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rightstrust deeds, powers or remedies under such mortgage or deeds of trust or ground leases or underlying leases as if such personor other typical provisions contained in Subordination, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default Non-Disturbance and so long as Lessee shall pay the rent and observe and perform all of Attornment Agreements. Tenant waives the provisions of this Leaseany current or future statute, unless rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease is otherwise terminated pursuant to its termsand the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. This Lease is shall be subject and subordinate to all ground the lien of any mortgage or underlying leasestrust deed, mortgages and deeds of trust which now affect or hereafter in force against Landlord's interest in the Leased Premises Total Site, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advances together with interest thereon and subject mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that this Lease be superior thereto. With respect to all the terms and provisions thereof; and Lessee agrees, within ten (10) days any such instruments entered into by Landlord after the Lessorexecution of this Lease, Tenant's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, Lease shall be subject to receiving assurance (a "non- disturbance agreement") from Landlord’s Mortgagee in commercially reasonable form and substance that the foregoing provisions with respect to such election of subordination by Lessor shall Tenant's use and possession and this Lease will not be effective unless disturbed so long as no event of default occurs and is continuing and Tenant agrees to attorn to Landlord’s mortgagee to the extent it becomes the record owner or holder of the Total Site. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgagemortgage or deed in lieu thereof by any Landlord Mortgagee, deed of trust to attorn, without any deductions or set-offs whatsoever, to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant shall, within five (5) days of request by Landlord, execute with Lessee a non-disturbance and attornment agreement under which such owner, holder further instruments or Lessor shall agree assurances as Landlord may reasonably deem necessary to accept evidence or confirm the attornment and subordination of Lessee upon the terms and conditions contained in this Lease for to any such mortgages or trust deeds. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Lease is subject and subordinate to all any ground or and underlying leases, leases and any first mortgages and first deeds of trust (collectively "Encumbrances") which may now affect the Leased Premises Building or the Premises, to the CC&R's and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease holder or the holders of any such mortgage or deed of trust Encumbrance ("Holder") shall advise Lessor that they desire or require this Lease to be prior and superior theretoto such Encumbrance, upon within seven (7) days of written request of Lessor Landlord to LesseeTenant, Lessee agrees to promptly Tenant shall execute, acknowledge have acknowledged and deliver any and all documents or instruments instruments, in the form presented to Tenant, which Lessor Landlord or such Lessor, holder or holders deem Holder deems necessary or desirable for purposes thereofsuch purposes. Lessor Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground Encumbrances which are now or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, provided that the foregoing provisions with respect to such election of subordination by Lessor Landlord shall not be effective unless the owner or holder of obtain from any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee Holder a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof provides that in the event of termination of any such leasehold estate lease or upon the foreclosure of any such mortgage or deed of trust, if Lessee so long as Tenant is not then in default, Holder agrees to recognize Tenant's rights under this Lease as long as Tenant shall 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 and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. Landlord represents to Tenant that, as of the date hereof, the Lease is not subject or subordinate to any mortgage, deed of trust, security interest, ground lease or underlying lease other than a deed of trust in favor of Teachers Insurance and Annuity Association of America which deed of trust requires the execution by Tenant of a Subordination of Mortgage in the form attached as EXHIBIT E. Accordingly, Tenant shall execute and deliver to Landlord concurrently herewith an original Subordination of Mortgage in the form attached as EXHIBIT E. Notwithstanding anything to the contrary set forth in this paragraph, Lessee Tenant hereby attorns and agrees to attorn to any person, firm or corporation entity purchasing or otherwise acquiring the Leased Building or the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsEncumbrance.

Subordination. This Lease is subject Until the Termination Date, Creditor hereby subordinates in favor of Lender all Obligations of Borrowers to Creditor and subordinate all claims and demands for payment arising therefrom to all ground of the Senior Obligations and agrees that, except as provided below in Section 5.3, Lender shall first be paid all of the Senior Obligations, with interest as accrues thereon and any costs and expenses of collection thereof, in accordance with the terms thereof and the requirement that Lender make Advances to the Borrowers under the Loan Agreement shall be terminated before Creditor shall be paid any sums due on Obligations of Borrowers to Creditor. Creditor further agrees that, subject to the limitation on Senior Obligations provided for in Section 1.3, Lender may, at any time and from time to time, renew, extend, modify, amend, substitute or underlying leasesalter the time of payment or maturity of, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have waive the right to cause this Lease enforce the Senior Obligations, or any part thereof, or release or compromise the terms thereof, and that Lender may make new loans, advances and extensions of credit to or for the benefit of the Borrowers, which will be deemed to be and become and remain subject and subordinate to included in the Senior Obligations or the Senior Obligations may be refinanced by the Lender, or otherwise, so long as such refinancing does not increase the annual amortization of the principal of the Senior Obligations which constitute term loans, all without in any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure way impairing the subordination and standstill provisions set forth herein which shall remain in full force and effect without any further act of this LeaseCreditor. Lender shall notify Creditor in writing within 14 days of each of the events referred to in the preceding sentence; provided, however, that the foregoing provisions with respect failure to such election of subordination by Lessor do so shall not be effective unless impair in any manner the owner or holder subordination of any such mortgage, deed the Obligations of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree Borrowers to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything Creditor to the contrary Senior Obligations, as set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsSection 3.

Subordination. This Lease Notwithstanding any provision contained in this Agreement to the contrary, it is acknowledged that Owner may, from time to time, obtain financing secured in whole or in part by the Property. Manager agrees that this Agreement is subject and subordinate in all respects to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises such financing and to all renewalsthe liens securing such financing, modificationsthat Owner may collaterally assign this Agreement, consolidationsthat the lender under such financing or foreclosure sale purchaser may, replacements and extensions thereof; providedin the sole discretion of such foreclosure sale purchaser or lender (or deed in lieu of foreclosure grantee) terminate, howeverupon not less than thirty (30) days notice to Manager, if this Agreement at any time following the Lessor occurrence of a default under any such lease or financing that is not cured within the holders applicable grace period provided in Owner’s financing documentation. Manager agrees that it will accept cure of any such mortgage default under this Agreement by Owner by the lender in question and that it will, if this Agreement is not terminated previously and without prejudice to the right of the foreclosure sale purchaser, lender or deed in lieu of trust shall advise Lessor that they desire foreclosure sale grantee to thereafter terminate this Agreement, attorn to such foreclosure sale purchaser or require this Lease to be prior and superior theretodeed in lieu of foreclosure grantee, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, it being agreed that the foregoing provisions with respect to such election lender, foreclosure sale purchaser or deed in lieu of subordination by Lessor foreclosure sale grantee shall not be effective unless bound to pay any then accrued fees of Manager, any amendments to this Agreement not approved in writing by the owner lender in question, or holder any defaults by Owner under this Agreement prior to such foreclosure or deed in lieu of any such mortgageforeclosure. It is further agreed that upon five (5) Business Days’ notice from Owner, deed of trust or the Lessor under any such leasehold estate Manager shall execute with Lessee and deliver a non-disturbance and attornment commercially reasonable subordination agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything (“Subordination Agreement”) to the contrary set forth in this paragraph, Lessee hereby attorns and lender providing Owner’s financing. Manager agrees to attorn execute and deliver, upon five (5) Business Days notice from Owner, an estoppel certificate addressed to any person(and that may be relied upon by the following and such persons’ or entities’ successors, firm lenders and assigns), Owner, Owner’s actual or corporation purchasing or otherwise acquiring prospective lenders and to purchasers of the Leased Premises at any sale or other proceeding or pursuant Property, in form and substance satisfactory to the exercise of any Owner and such other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsaddressees.

Subordination. This Pursuant to the terms and provisions of that certain Subordination, Non-Disturbance and Attornment Agreement dated as of January 6, 2015 executed by and among Landlord, Tenant and Bank of the Ozarks (and any subsequent Subordination, Non-Disturbance and Attornment Agreement entered into with a new lender), this Lease is and shall be expressly subject and subordinate at all times to all ground the lien of any mortgage or underlying leasestrust deed hereafter encumbering fee title to the Building, mortgages and deeds of trust which now affect unless mortgage or mortgagee, expressly provides or elects that the Leased Premises and Lease shall be superior to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of mortgage. If any such mortgage or trust deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior theretois foreclosed, upon written request of Lessor the mortgagee, holder or lessor, as the case may be, Tenant will attorn to Lesseethe purchaser at the foreclosure sale or to the lessor under such lease, Lessee as the case may be, provided that the holder of the mortgage agrees in writing that so long no Event of Default exists, Tenant’s possession of the Premises and its interest under the Lease will not be disturbed by reason of a foreclosure of the mortgage or a conveyance in lieu of foreclosure, and Tenant will not be named as a party in any foreclosure proceeding except as required by the rules of the applicable court. Tenant agrees upon request by any such mortgagee, holder or purchaser at foreclosure, to promptly executeexecute and deliver such subordination and/or attornment instruments as may be reasonably required by such person to confirm such subordination and/or attornment, acknowledge or any other documents required to evidence superiority of the mortgage, should mortgage elect such superiority. If Tenant fails to execute and deliver any and all documents such instrument or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, document within ten (10) days after the Lessor's written request request, Tenant shall be deemed to execute, acknowledge have irrevocably appointed Landlord and Landlord’s beneficiaries as Tenant’s attorneys-in-fact to execute and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner instrument or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained document in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in defaultTenant’s name. Notwithstanding anything to the contrary set forth contained hereinabove, Tenant shall not be required to subordinate or to execute any subordination document, unless the party seeking such subordination executes a document that includes a non-disturbance agreement stating that, so long as Tenant is not in default under this paragraphLease, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's Tenant’s right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsdisturbed.

Subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "SUPERIOR LESSOR," and any mortgage to which this Lease is, at the time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder of a Superior Mortgage, or its successor in interest, at the time referred to, is herein called "SUPERIOR MORTGAGEE." This Lease is Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground leases covering the Land and/or the Building now or hereafter existing, and to all ground mortgages which may now or underlying hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and deeds of trust which now affect the Leased Premises every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereofof such leases and such mortgages; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, howeveras aforesaid, shall be subject to a condition that the foregoing provisions Superior Lessor or Superior Mortgagees provide Tenant with respect a nondisturbance agreement in substantially the form attached hereto as EXHIBIT F-1 (CONSTRUCTION LENDER) or EXHIBIT F-2 (PERMANENT LENDER) or any other instrument that Landlord, any Superior Lessor or any Superior Mortgagee may reasonably request to evidence such election of subordination subject to approval by Lessor Tenant which approval shall not be effective unless the owner unreasonably withheld. In confirmation of such subordination, Tenant shall promptly execute, acknowledge or holder of deliver any instrument that Landlord, any Superior Lessor or any Superior Mortgagee may reasonably request to evidence such subordination. Tenant shall execute, acknowledge or deliver any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsinstruments within fifteen (15) business days after request therefor.

Subordination. This Lease Lease, including any extensions or renewals thereof, is and shall remain subject and subordinate to all ground easements and mortgages which may now or underlying leases, mortgages and deeds of trust which now hereafter affect the Leased Premises Building heretofore and hereafter made. Tenant shall promptly execute any instruments or certificates that Landlord may reasonably request in confirmation of such subordination. Tenant shall give any mortgagee by registered mail a copy of any notice of default served on Landlord, provided that prior to all renewalssuch notice Tenant has been notified, modificationsin writing of the address of such mortgagee; and the mortgagee shall have thirty (30) days within which to cure such default or if such default cannot be cured within that time, consolidationsthen such additional time as may be necessary if within such thirty (30) days, replacements any mortgagee has commenced and extensions thereof; providedis diligently pursuing the remedies necessary to cure such default, however(including but not limited to commencement of foreclosure proceedings, if the Lessor under any necessary to effect such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require cure) in which event this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless terminated while such remedies are being so diligently pursued. If in the owner or holder event of the foreclosure of any such mortgage, deed the land and/or the Building is sold and/or conveyed, Tenant will attorn to the grantee and shall continue to be obligated to perform all of trust or Tenant's obligations under this Lease if Tenant's continued use and occupancy of the Lessor Premises, while Tenant is not in default hereunder, are enforceable under any such leasehold estate shall execute with Lessee the terms of a non-disturbance and attornment covenant or agreement under which binding on such ownergrantee. Notwithstanding, holder or Lessor anything contained herein to the contrary, Tenant shall agree not be required to accept the attornment of Lessee upon the terms and conditions contained subordinate its interest in this Lease or its rights hereunder to any mortgagee unless and until such party shall have entered into a subordination and non-disturbance agreement with Tenant Landlord agrees to secure for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustTenant, if Lessee is not then in default. Notwithstanding anything prior to the contrary set forth in this paragraphCommencement Date, Lessee hereby attorns attornment and agrees to attorn to non-disturbance agreements from any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termscurrent mortgagee.

Subordination. This Lease The indebtedness of the Issuer evidenced by the Subordinated Notes, including the principal and interest on this Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing and future Senior Indebtedness (as defined below) of the Issuer, and that such subordination is subject for the benefit of and subordinate enforceable by the holders of such Senior Indebtedness. Upon any payment or distribution of assets to creditors in case of the Issuer’s liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or any bankruptcy, insolvency, or similar proceedings, all ground holders of Senior Indebtedness will be entitled to receive payment in full of all amounts due to such holders pursuant to the terms of such Senior Indebtedness before the Noteholders will be entitled to receive any payment of principal or underlying leases, mortgages and deeds interest on their Subordinated Notes. In the event of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Noteholders, together with the holders of any such mortgage or deed obligations of trust the Issuer ranking equally in right of payment with the Subordinated Notes, shall advise Lessor that they desire or require this Lease be entitled to be prior paid from the remaining assets of the Issuer, the unpaid principal thereof, and superior the unpaid interest thereon, before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Issuer ranking subordinate or junior to the Subordinated Notes. In addition, no payment on account of principal or interest on the Subordinated Notes will be made by the Issuer if, at the time of such payment or immediately after giving effect thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor there 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 occurred an event of trust which may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions default with respect to any of the Issuer’s Senior Indebtedness, permitting the holders thereof (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, or an event that, with the giving of notice or the passage of time or both, would constitute such election event of subordination by Lessor default, and such event of default shall not be effective unless the owner have been cured or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termswaived.

Subordination. This Subject to the terms of this Paragraph 11.1, this Lease is subject and subordinate to all present and future ground or underlying leases, master leases of the Project and to the lien of all mortgages and or deeds of trust which (collectively, "SECURITY INSTRUMENTS") now affect or hereafter encumbering the Leased Premises Project, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; provided, however, if to all advances made or hereafter to be made upon the Lessor under security of any such lease or Security Instruments, unless the holders of any such mortgage mortgages or deed deeds of trust shall advise Lessor trust, or the lessors under such ground or master leases (such holders and lessors are sometimes collectively referred to herein as "HOLDERS") require in writing that they desire or require this Lease be superior thereto. Notwithstanding any provision of this Paragraph 11 to the contrary, any Holder of any Security Instrument may at any time subordinate the lien of its Security Instrument to this Lease without obtaining Tenant's consent by giving Tenant written notice of such subordination, in which event this Lease shall be deemed to be prior and superior theretosenior to the Security Instrument in question. Tenant shall, upon written within fifteen (15) days of request of Lessor to Lesseedo so by Landlord, Lessee agrees to promptly execute, acknowledge and deliver any and all documents to Landlord such further instruments or instruments which Lessor or such Lessor, holder or holders assurances as Landlord may deem necessary or desirable for purposes thereof. Lessor shall have appropriate to evidence or confirm the right to cause subordination or superiority of 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this LeaseSecurity Instrument; provided, however, that in the foregoing provisions event this Lease or the leasehold estate created hereunder is subject to the prior rights of any mortgagee or ground lessor, then Landlord shall secure from such mortgagee or ground lessor an agreement in writing whereby Tenant, so long as Tenant is not in default hereunder, may remain in possession of the Premises pursuant to the terms hereof and without any diminution of Tenant's rights should Landlord become in default with respect to such election mortgage or ground lease or should the Premises become the subject of subordination by Lessor any action to foreclose any mortgage or to dispossess Landlord. Such agreement would provide, among other things, that the new owner following any foreclosure, sale or conveyance shall not be effective unless the owner (i) liable for any act or holder omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month's Rent; or (iv) liable to Tenant for any security deposit not actually received by such mortgagenew owner. Each ground landlord, mortgagee, or beneficiary under a deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all an express third party beneficiary of the provisions of this Lease, unless Paragraph 11.1 and any other provisions of this Lease is otherwise terminated pursuant that are for the benefit of such party. Tenant hereby irrevocably authorizes Landlord to its termsexecute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so within said fifteen (15) day period.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 trust, protective land covenants, or leasehold estates pursuant to a ground lease (herein collectively referred to as “Title Interests”), now existing, or which may hereafter be executed executed, covering the Leased Premises or any renewalsthe real property of which the same are a part, modifications, consolidations, replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder upon the security thereof. This provision shall be self-operative and without regard to the time no further instrument of subordination need be required by any mortgagee or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agreesground Landlord. Furthermore, within ten (10) days after the Lessor's written request Tenant agrees to execute, acknowledge and deliver upon request request, any and all documents and or instruments requested by Lessor Landlord to assure evidence the subordination of this Lease; Lease to any Title Interests, provided, however, that the foregoing provisions with respect to such election rights of subordination by Lessor Tenant shall continue in full force and effect for so long as Tenant is not in Default hereunder and further provided, the holder of any Title Interests shall not be effective unless liable for any accrued obligation of Landlord, nor for any act or omission of Landlord, nor subject to any offsets or counterclaims which may have accrued to Tenant against Landlord prior to the date upon which such holder becomes the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in defaultPremises. Notwithstanding anything to the contrary set forth in this paragraph, Lessee Tenant hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rightsproceeding, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, entity, firm or corporation had been named as Lessor Landlord herein. Tenant agrees to execute, acknowledge and deliver in recordable form to any existing or proposed holder of Title Interests, or to Landlord, within five (5) days after a request therefor, a certificate certifying the following, if such be the case: (a) this Lease is in full force and effect and there are no defenses or offsets thereto, or if Tenant claims any defenses or offsets, stating those claimed by Tenant; it being intended hereby that Lessee's right to quiet (b) Tenant has accepted possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions date of this Lease, unless such certificate; and (c) Tenant agrees to notify all Title Interests of any Default by Landlord hereunder. Tenant’s failure to deliver such statement within five (5) days after Landlord’s written request therefor shall be conclusive that this Lease is otherwise terminated pursuant to its termsin full force and effect without modification except as may be represented by Landlord.

Subordination. This The rights and interests of Tenant under this Lease is and in and to the Premises shall be subject and subordinate to all ground easements and recorded restrictions, covenants, and agreements pertaining to the Project, or underlying leasesany part thereof, mortgages and to all deeds of trust which now affect the Leased Premises trust, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereofthereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, the Building or any part of the Project, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After Tenant’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the holder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease and shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-operative and shall not require further agreement by Tenant; provided, however, if at the Lessor under any request of Landlord, Tenant shall execute such lease or further documents as may be required by the holders holder of any such mortgage or deed of trust Security Documents. At any time and from time to time upon not less than ten (10) days' prior notice by Landlord, Tenant shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 Landlord a written estoppel certificate certifying: (i) the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession Rentable Area of the Leased Premises shall not be disturbed if Lessee is not in default Premises, (ii) the Commencement Date and so long as Lessee shall pay the rent and observe and perform all of the provisions Expiration Date of this Lease, unless (iii) the Base Rent, Base Rent Adjustment and expense stop, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exist against any rentals, (viii) that Tenant has not assigned, pledged, sublet, or otherwise terminated pursuant to its termstransferred any interest in this Lease; and (ix) such other matters as Landlord may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, mortgagee or assignee of any mortgage of the Building or the Project or of the Landlord's interest therein.

Subordination. (a) This Lease is subject and shall be automatically subordinate to all ground or and bound by each underlying leaseslease, mortgages and deeds deed of trust which now affect the Leased Premises and to mortgage (including all advances made thereunder at any time), and all amendments thereto and renewals, extensions, modifications, consolidations, replacements and extensions thereof; providedtransfers thereof (whether by sale, howeverassignment, if foreclosure or otherwise), now or hereafter affecting any portion of the Lessor under any such lease Land, the Building or the holders Premises (in each case, a "Superior Instrument"). Tenant may not terminate this Lease, and this Lease shall remain in effect upon any sale or assignment or foreclosure upon, any portion of the Property pursuant to any Superior Instrument, or upon the termination of any Superior Instrument. Notwithstanding any other provision hereof, no holder of a Superior Instrument shall be liable for any act, omission or default of Landlord, subject to any offsets, claims or defenses which Tenant may have against Landlord, bound by any rent that Tenant paid to Landlord more than one (1) month in advance, or bound by any amendment, waiver or termination of this Lease, unless consented to by such mortgage holder in writing. If by virtue of Landlord's default Tenant may obtain an abatement of rent remedy such default or deed terminate this Lease, Tenant shall not exercise such right(s) unless Tenant first notifies each holder of trust a Superior Instrument (which notice may be given simultaneously with any notice Tenant gives to Landlord), which has furnished Tenant with its address, and such holder fails to initiate promptly and use reasonable efforts to cure such Landlord's default. If in connection with any financing of any portion of the Property or improvements thereto the holder of a Superior Instrument requires modifications to this Lease, Tenant shall advise Lessor that they desire not unreasonably withhold, delay or require condition Tenant's consent to such modifications, so long as such modifications do not increase the rents payable by Tenant hereunder, reduce or extend the Term, reduce or increase the area of the Premises, or materially adversely affect Tenant's rights and obligations hereunder. The holder of a Superior Instrument may subordinate such Instrument to this Lease at any time and Tenant hereby consents to be prior and superior thereto, upon written such subordination. Upon request of Lessor to Lessee, Lessee agrees to promptly Tenant shall execute, acknowledge and deliver any and all documents or in recordable form such instruments which Lessor or effecting such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssubordination.

Subordination. This Lease The Company agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, that the payment of the principal of and interest on this Note is subject expressly subordinated to the extent and subordinate in the manner hereinafter set forth, to the prior indefeasible payment in full of all ground Senior Debt. Upon any payment or underlying leasesdistribution of the assets of the Company in connection with any dissolution, mortgages winding up, total or partial liquidation or reorganization of the Company (whether voluntary or involuntary, or in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and deeds liabilities of trust the Company or otherwise) ("Liquidation"), the holders of all Senior Debt shall first be entitled to receive payment in full in cash (or, if accepted voluntarily by such holders, in other property or securities) in accordance with the terms of such Senior Debt of the principal thereof (and premium, if any) and the interest due thereon before the Holder shall be entitled to receive any payment upon the principal or interest on indebtedness evidenced by this Note; and, upon any Liquidation, any payment or distribution of assets of the Company of any kind or character, whether in cash, property, or securities (other than shares of capital stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which now affect is subordinated, at least to the Leased Premises extent provided herein, to the indefeasible payment in full of all Senior Debt, which may at the time be outstanding and which are provided for by a plan of reorganization or readjustment which does not alter the rights of the holders of Senior Debt, which may at the time be outstanding ("Distributable Securities")), to which the Holder would be entitled, except for the provisions of this section, shall be made by the liquidating trustee in bankruptcy, a receiver or liquidating trustee or otherwise, direct to the holders of Senior Debt, or their representatives or trustees under any indenture under which such instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any), and interest on the Senior Debt held or represented by each, to the extent necessary to pay in full in cash (or, if accepted voluntarily by such holders, in other property or securities) all renewalsSenior Debt remaining unpaid, modificationsafter giving effect to any concurrent payment or distribution to the holders of such Senior Debt. If, consolidationsnotwithstanding the foregoing, replacements and extensions thereofupon any such Liquidation, any payment, or distribution of assets of the Company of any kind or character, whether in cash, property, or securities (other than Distributable Securities) shall be received by the Holder before all Senior Debt is paid in full, such payment or distribution shall be paid over in the form received to the holders of such Senior Debt, or their representatives or the trustee under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably as aforesaid, for application to the payment of all Senior Debt remaining unpaid until all of such Senior Debt shall have been paid in full in cash, after giving effect to the concurrent payment or distribution to the holders of any of such Senior Debt. The Holder will not accelerate the maturity of any obligations under this Note or institute any proceedings or seek any other remedy allowed at law or in equity to enforce payment of this Note prior to the acceleration of all outstanding Senior Debt; provided, however, that if for any reason the Lessor under acceleration of any Senior Debt is rescinded, the acceleration of the maturity of this Note will be automatically rescinded contemporaneously therewith irrespective of any action or failure to act of Holder. Each perfected security interest in any property of the Company in favor of or held for the benefit of any holder of the Senior Debt has and shall have priority over any security interest that Holder has or may hereafter acquire in and to such lease property as security for this Note, notwithstanding any statement or provision contained in any documents which purport to grant a security interest to Holder as security for this Note to the contrary and irrespective of the time or order of filing or recording of any documents or instruments or the laws or regulations ordinarily governing such priorities. Upon the payment in full in cash (or, if accepted voluntarily by such holders, in other property or securities) of all Senior Debt, the Holder shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until this Note shall have been paid in full in cash and none of the payments or distributions to the holders of Senior Debt to which the Holder would be entitled except for the subordination provisions of this Note or the payments over, pursuant to the subordination provisions of this Note, to the holders of the Senior Debt by the Holder shall, as between the Company, its creditors other than the holders of Senior Debt, and the Holder, be deemed to be a payment by the Company to or on account of the Holder; it being understood that the subordination provisions of this Note are intended solely for the purpose of defining the relative rights of the Holder on the one hand, and the holders of Senior Debt on the other hand, and nothing contained in the subordination provisions or elsewhere in this Note is intended to or shall impair the obligation of the Company to pay to the Holder the principal and interest on this Note as and when the same shall become due and payable in accordance with its terms unless there has been a default under or breach of the terms of any Senior Debt or to affect the relative rights of the Holder and the creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject expressly to the other provisions of this Section 2.6 relating to a default on any Senior Debt or Liquidation proceedings or other events, actions or circumstances adversely affecting the rights of the Holder relative to the rights of the Senior Debt holders. Subject expressly to the other provisions of this Section 2.6, nothing contained herein shall prevent the Company, at any time, except during the pendency of any Liquidation proceedings herein referred to, from making payments to the Holder at any time of the principal of or interest on this Note in accordance with the payment provisions herein; provided, however, that no such payment shall be made at any time if as a result thereof the Company immediately thereafter shall be in default under any of its obligations with respect with respect to Senior Debt, whether or not any default might have existed prior thereto. Following the occurrence of any default on Senior Debt which is thereafter cured or waived prior to the acceleration of Senior Debt by the holders thereof, then such overdue principal and premium, if any, and interest on the Senior Debt shall first be paid, in full, or such payment shall have been duly provided for, before any payment, by means of redemptions or purchases, or otherwise on account of principal or interest is made upon this Note. If the Holder shall receive any payment on this Note which it is not entitled to receive under the above paragraphs, the Holder will hold any amount so received in trust for the holders of Senior Debt and will forthwith turn over such payment to the holders of Senior Debt in the form received to be applied on the Senior Debt. No payment on account of principal of, premium (if any) or interest on, or fees, expenses or other amounts whatsoever in connection with, the Note will be made by the Company or accepted by Holder at any time unless (a) at the time of such payment, or immediately after giving effect thereto, no default under the terms of any of the Senior Debt will have occurred and be continuing, and (b) such payment will not result in a breach or violation of any provision of any loan agreement or other document securing payment of, or governing the terms of payment of, the Senior Debt. No act, failure to act or noncompliance of the Company with respect to any of the provisions of this Note shall prejudice or impair in any way the right of any holder of Senior Debt to the benefit of the subordination provisions hereof, irrespective of any knowledge or notice which such holder may have. The Holder, by acceptance hereof, shall undertake and agree for the benefit of each holder of Senior Debt to execute, certify, deliver, and file any proofs of claim, consents, assignments or other instruments which any holder of Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to this Note and to effectuate the full benefits of the subordination contained herein; and upon failure of the Holder so to do, any such mortgage holder of Senior Debt shall be irrevocably appointed the agent and attorney-in-fact of the Holder to execute, verify, deliver, and file any such proofs of claim, consents, assignments, or deed other instruments. The Holder hereby acknowledges that as of trust shall advise Lessor that they desire or require this Lease to be prior and superior theretothe date hereof, upon written request Hibernia National Bank is the holder of Lessor to Lessee, Lessee certain Senior Debt. The Holder agrees to promptly executeprovide notice to Hibernia National Bank, acknowledge and deliver 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attention: Asset Based Lending Department, of the occurrence of any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause default under 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 hereafter be executed covering the Leased 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; and Lessee agrees, Note within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all occurrence of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssame.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that 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. Tenant agrees, within ten (10) days after the Lessor's Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor 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 event any proceedings are brought for the foreclosure of any mortgage or deed of trust 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 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 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 time after receipt of such notice within which to cure any such default. Tenant waives the 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Upon Tenant’s written request, Landlord agrees, at no cost to Landlord, to use commercially reasonable efforts to cause any existing or future holder of a mortgage or deed of trust to provide Tenant with a non-disturbance agreement providing that Tenant’s rights herein shall not be disturbed nor this Lease terminated in the event of a foreclosure of any such lien; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor Landlord shall not be effective unless the owner or holder of any liable to Tenant for failing to obtain such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsTenant.

Subordination. This Lease is subject Payee understands and agrees that all amounts payable under this Note, whether for principal, interest or expenses, and the enforcement of Payee's rights in respect thereof, shall be subordinate and junior to all ground Senior Indebtedness (as defined below). If any default occurs in the payment of the principal of or underlying leasespremium or interest on any Senior Indebtedness (whether as a result of the acceleration thereof by the holder of any Senior Indebtedness or otherwise) (a “Payment Default”), mortgages then during the continuance of such default and deeds until such payment has been made or such default has been cured or waived in writing by the holder of trust which now affect the Leased Premises Senior Indebtedness, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to all renewalsenforce or collect such amounts (but may accelerate this Note as provided in clauses (b) through (d) of Section 5 of this Note). In addition, modifications, consolidations, replacements no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and extensions thereof; provided, however, Payee shall not demand or exercise remedies to enforce or collect such amount if the Lessor under following three conditions shall exist: (i) any default other than a Payment Default occurs on any Senior Indebtedness, (ii) Payee has received written notice (“Default Notice”) of such lease default from Maker or the holders holder of any such mortgage Senior Indebtedness and (iii) such default shall not have been cured by Maker or deed waived in writing by the holder of trust shall advise Lessor that they desire or require this Lease to be prior the Senior Indebtedness and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor less than 180 days 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days elapsed after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested date of receipt by Lessor to assure Payee of the subordination of this LeaseDefault Notice; provided, however, that nothing in this sentence shall affect the ability of Payee to accelerate this Note as provided in clauses (b) through (d) of Section 5 of this Note). The term “Senior Indebtedness” shall mean money borrowed (including without limitation all principal, interest (whether or not allowed in a proceeding), fees and all other amounts owing in connection therewith) from, or otherwise represented by notes payable to, a bank or other financial institution or institution in the business of lending money which is secured in whole or in part by any assets or property of Maker and/or any of its direct or indirect subsidiaries. Any payments received by Payee in violation of the foregoing provisions with respect shall be deemed to such election be held in trust by Payee for the benefit of subordination by Lessor shall not be effective unless the owner or holder applicable payee of the Senior Indebtedness. Payee agrees, at the request of any payee of Senior Indebtedness, to execute such mortgageadditional documents and instruments which any payee of Senior Indebtedness may reasonably request to carry out the foregoing and other customary subordination provisions. Except as set forth in the Escrow Agreement (as defined in the Agreement) and Section 6(a) hereof, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions nothing contained in this Lease for Section 4 or elsewhere in this Note is intended to or shall impair as between Maker, its creditors other than the then unexpired term hereof holders of Senior Indebtedness, and Payee, the obligation of Maker, which is unconditional and absolute, to pay to Payee the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the event relative rights of termination Payee and the creditors of such leasehold estate or Maker other than the holders of Senior Indebtedness, nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon the foreclosure occurrence of any such mortgage or deed an Event of trustDefault under this Note, subject to the rights, if Lessee is not then any, under this Section 4 of the holders of Senior Indebtedness in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale respect of cash or other proceeding or pursuant to property of Maker received upon the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises remedy. Payee shall not be disturbed if Lessee is not deemed to owe any fiduciary duty to the holders of Senior Indebtedness. In the event that Maker fails to make a payment on account of principal of or interest on or other amounts due in default and so long as Lessee shall pay the rent and observe and perform all of the provisions respect of this LeaseNote by reason of any provision of this Section 4, unless such failure shall constitute an Event of Default hereunder, and the fact that such failure resulted from the application of this Lease is otherwise terminated pursuant to its termsSection 4 shall not be construed as preventing the occurrence of, or mitigating, such Event of Default.

Subordination. This Lease is subject Agreement and any option or right of first refusal granted hereunder, at SpectraSite's option, shall be subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust which or other encumbrance now affect or hereafter placed upon the Leased Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. If any ground lessor, howevermortgagee, if the Lessor under beneficiary or other lienholder shall elect to have this Agreement and any such lease option or right of first refusal prior to the holders lien of any such mortgage or the ground lease, mortgage, deed of trust or other encumbrance, and shall advise Lessor that they desire give written notice thereof to Airadigm, this lease and such option or require this Lease right of first refusal shall be deemed to be prior and superior theretoto such ground lease, upon written request mortgage, deed of Lessor trust or other encumbrance, whether this Agreement or such option or right of first refusal is dated prior or subsequent to Lesseethe date of such ground Agreement, Lessee mortgage, deed of trust or other encumbrance or the date of the recording thereof. Airadigm agrees to promptly executeexecute any documents required to effect an attornment or subordination or to make this Agreement and such option or right of first refusal prior to the lien of any ground Agreement, acknowledge and deliver any and all documents or instruments which Lessor or such Lessormortgage, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 deed of trust which may hereafter be executed covering the Leased Premises or other encumbrance. Airadigm's failure to execute 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; and Lessee agrees, documents within ten (10) days after the Lessorwritten demand shall constitute a material default by Airadigm hereunder, or, at SpectraSite's written request to executeoption, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor SpectraSite shall not be effective unless the owner or holder of execute any such mortgagedocuments on behalf of Airadigm as Airadigm's attorney-in-fact. Airadigm hereby makes, deed of trust or the Lessor under constitutes and irrevocably appoints SpectraSite as Airadigm's attorney-in-fact to execute any such leasehold estate documents in Airadigm's name, place and stead. SpectraSite shall execute with Lessee use reasonable efforts to obtain a non-disturbance and attornment agreement under from the holder of any such instrument which such owner, holder or Lessor shall provide in pertinent part that said entity shall agree to accept the attornment of Lessee upon be bound by the terms of this Master Lease and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns Airadigm's use and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession occupancy of the Leased Premises shall not be disturbed if Lessee unless Airadigm is not then in default under the terms, covenants and so long as Lessee shall pay the rent and observe and perform all of the provisions conditions of this Lease, unless this Master Lease is otherwise terminated pursuant to its termsbeyond any applicable cure period.

Subordination. This Lease lease is subject and subordinate to all ground or underlying leasesleases and to all mortgages which may now or hereafter affect such leases or the real property of which the Demised Premises form a part thereof, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgagee affecting any lease or the holders real property of which the Demised Premises are a part. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. Landlord agrees that it shall use best efforts (at no cost or expense to Landlord) to obtain and deliver to Tenant, as to the existing mortgage and shall use all commercially reasonable efforts with respect to future mortgages hereafter made covering the real property of which the Demised Premises form a part, and/or any renewal, modification, consolidation, replacement and extension of the existing mortgage, or future mortgagees non-disturbance agreements in recordable form (or such agreement shall be contained in such mortgage or deed of trust shall advise Lessor that they desire any renewal modification consolidation extension or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes replacement thereof. Lessor shall have ) from 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such existing mortgage, deed providing in substance that provided Tenant is not in default in its obligations for the payment of trust or fixed rent and additional rent and in the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such ownerperformance of the other terms, holder or Lessor shall agree to accept the attornment of Lessee upon the terms covenants and conditions contained in to be performed on its part under this Lease for beyond applicable notice and cure periods, its possession of the then unexpired Demised Premises will not be disturbed during the term hereof in the event of termination of such leasehold estate or upon notwithstanding the foreclosure of any such mortgage (or the taking of a deed in lieu of trustforeclosure) or other exercise of remedies of such holder, if Lessee is and Tenant will not then be named as a party defendant in default. Notwithstanding anything to any foreclosure proceedings brought for the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale recovery of possession or other proceeding or pursuant to for the exercise of any other rightsmortgage remedies, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby covenanted and agreed to by Tenant that Lessee's right the holder of any existing or future mortgage, or anyone claiming by, through or under said holder shall not be: (a) liable for any act or omission for any prior landlord (including Landlord), (b) subject to quiet possession any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (c) bound by any fixed rent or additional rent or other charges which Tenant might have paid for more than the current month to a prior landlord (including Landlord), or (d) bound by any modification of this Lease made without the Leased Premises consent of such mortgagee. The inability of Landlord to obtain such agreement shall not be disturbed if Lessee is not deemed a default on Landlord's part of its obligations hereunder, or impose any claim in default and so long as Lessee shall pay favor of Tenant against Landlord by reason thereof, or affect the rent and observe and perform all of the provisions validity of this Lease. Tenant agrees to (i) execute and deliver to such mortgagee a nondisturbance and attornment agreement in commercially reasonable form and substance customarily adopted by such mortgagee and (ii) reimburse Landlord for all reasonable expenses incurred by Landlord in connection therewith, unless this Lease is otherwise terminated pursuant to its termsincluding legal expenses.

Subordination. This Lessee agrees that this Lease shall, at the option of ------------- Lessor, be subjected and subordinated to any mortgage, deed of trust, or other instrument of security, which has been or shall be placed and this subordination is subject and subordinate to all ground hereby made effective without any further act of Lessee or underlying leasesLessor. The Lessee shall, mortgages and deeds of trust which now affect the Leased Premises and to all renewalsat any time hereinafter, modificationson demand, consolidationsexecute any instruments, replacements and extensions thereof; providedreleases or other documents that may be required by any mortgage, howevermortgagor, if the Lessor or trustor or beneficiary under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease other instrument of security. If Lessee fails to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge execute and deliver any and all such documents or instruments which instruments, Lessee irrevocably constitutes and appoints Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right as Lessee's special attorney-in-fact 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge execute and deliver upon request any and all such documents and instruments requested by Lessor to assure or instruments. However, the subordination provisions of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor Paragraph 21 shall not be effective unless with respect to the owner or holder interest of any successor to Lessor unless and until such mortgage, deed of trust or the Lessor under any such leasehold estate successor shall execute with have delivered to Lessee a written non-disturbance and attornment agreement under which such ownerfor the benefit of Lessee, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in effect that this Lease for the then unexpired term hereof shall not be terminated in the event of termination of such leasehold estate any default under any ground lease or upon underlying lease or any foreclosure or sale pursuant to the foreclosure terms of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases so long as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default (after the expiration of all applicable cure periods) under the terms of this Lease, and so Lessee agrees to attorn to and become the Lessee of Lessor's successor. In addition, Lessor shall use its best efforts to obtain such a written non-disturbance agreement from all existing lienholders having an interest in the Premises. So long as Lessee shall pay the rent pays all rentals required hereunder and observe observes and perform performs all of the covenants, conditions and provisions on Lessee's part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire Lease term, subject to all the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and subordinate to all ground or underlying leasesThe payment of principal of, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverpremium, if any, and interest on the Lessor under Junior Subordinated Debentures will be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all Senior and Subordinated Debt of the Company. Upon any such lease payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, the holders of all Senior and Subordinated Debt will first be entitled to receive payment in full of all amounts due or to become due thereon before the holders of the Junior Subordinated Debentures will be entitled to receive any such mortgage payment in respect of the principal of, premium, if any, or deed interest on the Junior Subordinated Debentures. No payments on account of trust shall advise Lessor that they desire principal, premium, if any, or require this Lease to interest in respect of the Junior Subordinated Debentures may be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor made by the Company if there shall have the right to cause this Lease to occurred and be and become and remain subject and subordinate to continuing a default in any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions payment with respect to such election of subordination Senior and Subordinated Debt, whether at maturity, upon redemption, by Lessor shall not be effective unless declaration or otherwise. In addition, during the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise continuance of any other rightsevent of default (other than a payment default) with respect to Designated Senior and Subordinated Debt pursuant to which the maturity thereof may be accelerated, powers from and after the date of receipt by the Trustee of written notice from holders of such Designated Senior and Subordinated Debt or remedies under from an agent of such mortgage holders, no payments on account of principal, premium, if any, or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession interest in respect of the Leased Premises Junior Subordinated Debentures may be made by the Company during a period (the "Payment Blockage Period") commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall not be disturbed if Lessee is not in terminated by written notice to the Trustee from the holders of such Designated Senior and Subordinated Debt or from an agent of such holders, or such event of default and so long as Lessee shall pay has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the rent and observe and perform all Junior Subordinated Debentures during any period of 360 consecutive days. No event of default which existed or was continuing on the date of the provisions commencement of this Leaseany Payment Blockage Period with respect to the Designated Senior and Subordinated Debt initiating such Payment Blockage Period shall be or be made the basis for the commencement of any subsequent Payment Blockage Period by the holders of such Designated Senior and Subordinated Debt, unless this Lease is otherwise terminated pursuant to its terms.such event of default shall have been cured or waived for a period of not less than 90 consecutive days. A-1

Subordination. This Lease is subject Until the Obligations and all other obligations of any nature or kind of the Company to Senior Creditor under the Purchase Agreement or any Transaction Agreement (as defined in the Purchase Agreement), whether now existing or hereafter arising, together with all costs of collection (including attorneys’ fees and court costs and expenses throughout all trial and appellate levels and all negotiations, mediations, arbitrations and bankruptcy proceedings) (collectively, the “Senior Debt”) are indefeasibly paid in full (hereinafter referred to as a “Discharge” or as the Senior Debt being “Discharged”), the Subordinated Creditor, on behalf of the Investors, does hereby subordinate: (i) any right to payment or distribution by or on behalf of the Company, directly or indirectly, of assets of the Company of any kind or character for or on account of the Subordinated Debt; and (ii) any and all security interests, liens, charges, encumbrances or other interests that the Subordinated Creditor or the Investors may have or obtain at any time in any assets of the Company to secure the Subordinated Debt (the “Existing Liens”), to the prior payment in full of the Senior Debt, and to Senior Creditor’s Security Interest in the Collateral, and the Subordinated Creditor agrees, on behalf of itself and the Investors, that until such time as the Senior Debt has been Discharged, any and all Existing Liens shall be junior and subordinate to all ground Senior Creditor’s Security Interest, and Senior Creditor’s Security Interest shall be first, senior and prior to each of the Existing Liens. The priority specified in the preceding sentence shall be applicable irrespective of the dates, times or underlying leasesorder of attachment or perfection of the Existing Liens, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 order of such advances together with interest thereon filing of any Existing Liens, the time or order of filing of any financing statements relating to any of the Existing Liens, the time or order of obtaining control or possession, the giving or failure to give notice of the acquisition or expected acquisition of any purchase money liens, the failure to perfect or maintain the perfection or priority of Senior Creditor’s Security Interest or the failure of Senior Creditor to obtain control or possession of any Collateral. The Subordinated Creditor, on behalf of itself and subject the Investors, to all the terms fullest extent permitted by applicable law, waive as to Senior Creditor, any requirement regarding, and provisions thereof; and Lessee agreesagree not to demand, within ten (10) days after request, plead or otherwise claim the Lessor's written request benefit of, any marshaling, appraisement, valuation or other similar right that may otherwise be available to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that Subordinated Creditor or the foregoing provisions Investors under applicable law with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsCollateral.

Subordination. (a) This Lease is and all rights of Tenant hereunder are subject and subordinate to any first deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Owner's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground Lease or underlying leasesprimary Lease (an "Underlying Lease") that now or hereafter covers all or any part of the Building, mortgages and deeds the Land, or any interest of trust which now affect the Leased Premises Owner therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any Mortgage or Underlying Lease. This provision is self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, if upon demand at any time or times execute, acknowledge and deliver to Owner or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, any and all instruments and certificates that in the judgment of Owner, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Tenaxx xxxees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor as Owner under this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such lease foreclosure, sale or the holders of termination. Tenant, upon demand at any time or times, before or after any such mortgage foreclosure, sale or deed termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments that in the judgment of trust shall advise Holder or Lessor that they desire may be necessary or require this Lease desirable to be prior confirm or evidence such attornment and superior thereto, upon written request of Tenant hereby irrevocably authorizes Holder or Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or such instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessoron Tenant's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsbehalf.

Subordination. This Lease is and all rights of Tenant hereunder are subject and subordinate to all ground any mortgage or underlying leasesmortgages, mortgages and deeds of trust blanket or otherwise, which do now or may hereafter affect the Leased Premises Property and to any and all renewals, modifications, consolidations, replacements and extensions thereof; provided, and to any ground or other lease, or similar instrument now or hereafter placed against the Property, and to all other agreements and instruments affecting the Property in the land records in the jurisdiction where the Property is located (collectively, the “Superior Instruments”). It is the intention of the parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, if the Lessor under upon demand at any such lease time or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly times execute, acknowledge and deliver to Landlord without expense to Landlord, any and all documents or instruments which Lessor or such Lessor, holder or holders deem that may be necessary or desirable for purposes thereof. Lessor shall have the right proper to cause subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination, including any such form as may be reasonably required by Landlord’s lender or proposed lender. If a subordination, non-disturbance and attornment agreement is delivered to Tenant and Tenant fails or refuses to execute the same within twenty (20) business days following Tenant’s receipt thereof, Tenant shall be considered in default under this Lease and this Lease shall be deemed to be and become and remain automatically subject and subordinate to such Superior Instrument. In the event of termination or expiration of this Lease by reason of the termination of any of the Superior Instruments, provided that the holder of any Superior Instruments assumes the obligations of the Landlord hereunder, subject to the qualifications in this section, and all ground or underlying leasesagrees not to disturb Tenant, mortgages or deeds Tenant shall attorn to and recognize the holder of trust any Superior Instruments as the landlord under this Lease, in which may hereafter event this Lease shall be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or deemed to be made thereunder reinstated in full force and without regard to effect as a direct lease between Tenant and the time or character holder of such advances together with interest thereon and subject to Superior Instruments, upon all of the same terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination conditions of this Lease. Any such attornment and/or reinstatement under this Lease shall be effective and self-operative as of the date of any such termination or expiration of this lease without the execution of any further instrument; provided, however, that Tenant agrees, upon the foregoing provisions with respect to such election request of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under Superior Instruments to execute and deliver any such leasehold estate instruments in recordable form as shall execute with Lessee a non-disturbance and be reasonably satisfactory to such underlying landlord to evidence such attornment. Any such attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for shall provide the then unexpired term hereof holder of the Superior Instruments with all rights of the Landlord under this Lease and Tenant shall be obligated to the holder of the Superior Instruments to perform all of the obligations of the Tenant under this Lease. The holder of the Superior Instruments shall have no obligation to Tenant nor shall the performance by Tenant of its obligations under this Lease, whether prior to or after such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Landlord in the performance of any obligation to be performed by Landlord under this Lease. In the event of (i) the termination of such leasehold estate any ground or upon underlying lease of the Building or the Property, or both, or (ii) the purchase or other acquisition of the Building or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any such mortgage or deed of trust, if Lessee is not or pursuant to a power of sale contained in any mortgage or deed or trust, then in defaultany of such events Tenant shall, at the request of Landlord or Landlord’s successor in interest, attorn to and recognize the transferee or purchaser of Landlord’s interest as “Landlord” hereunder, provided that such transferee or purchaser shall not be (a) liable for any act or omission of Landlord before such person’s succession to title or (b) bound by any payment of Base Rent or Additional Rent before such person’s succession to title for more than one month in advance. Notwithstanding anything As a condition to the contrary set forth effectiveness of the subordination and attornment in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring Landlord will obtain a reasonably acceptable non-disturbance agreement from the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession holder of the Leased Premises shall first mortgage on the Property within sixty (60) days from the execution of this Lease. The non-disturbance agreement will provide that Tenant will not be disturbed if Lessee is not in default and by the holder of the first mortgage so long as Lessee shall pay Tenant is in compliance with the rent and observe and perform all of the provisions terms of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all reasonable documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof; provided, for however, that Landlord obtains from the full amount lender or other party in question a written undertaking in favor of all advances made or Tenant, pursuant to be made thereunder a commercially customary Subordination and without regard Non-Disturbance Agreement (a “SNDA”), to the time effect that such lender or character other party will not disturb Tenant’s right of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after the Lessor's Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates, in the form of a SNDA or other document which also confirms the mortgage or deed of trust holder’s or other applicable party’s non-disturbance agreement. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 requested execute with Lessee a non-disturbance and such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment; provided that as part of such attornment agreement acknowledgement by Tenant, such Purchaser also acknowledges Tenant’s rights hereunder. Tenant agrees to provide copies of any notices of Landlord’s default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Landlord shall have the right to transfer, mortgage, ------------- assign, pledge, and convey in whole or in part the Leased Premises, the Shopping Center, this Lease is and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right, and the rights of Tenant under this Lease shall be subject and subordinate to all ground or underlying leasesinstruments executed and to be executed in connection with the exercise of any such right of Landlord, mortgages and deeds including, but not limited to, the lien of any mortgage, deed of trust which or security agreement now affect or hereafter placed upon the Leased Premises and the Shopping Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof; providedthereof (provided that Landlord shall obtain from any mortgagee or holder of a security interest an agreement that provides that Tenant's possession will not be disturbed by such security holder as long as Tenant is not in default of this Lease). Said subordination shall not require the agreement or consent of Tenant, howeverbut Tenant covenants and agrees, if the Lessor under any requested, to execute and deliver within fifteen (15) days of receipt from Landlord such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require further instruments subordinating this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder lien of any such mortgage, deed of trust or the Lessor under security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, and Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such leasehold estate shall execute with Lessee a non-disturbance instrument for and attornment agreement under which such owner, holder or Lessor shall agree to accept in the attornment name of Lessee upon the terms and conditions contained Tenant. Notwithstanding anything set out in this Lease for to the then unexpired term hereof contrary, in the event of termination of such leasehold estate or upon the foreclosure holder of any such mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything then, upon Tenant being notified to that effect by such encumbrance holder, this Lease shall be deemed prior to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise lien of any other rights, powers or remedies under such said mortgage or deeds deed of trust or ground or underlying leases as if such persontrust, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless whether this Lease is otherwise terminated pursuant adopted prior to its termsor subsequent to the date of said mortgage or deed of trust.

Subordination. This Lease is Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, (i) the security interests created and granted hereby are subject to, subordinate and subordinate inferior to the security interests created by the First Lien Partnership Interest Pledge Agreement, in accordance with, and all ground rights, powers and remedies granted to the OPNY Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Intercreditor Agreement, including restrictions on the right of the OPMW Administrative Agent to give notices, exercise power of attorney rights, direct or underlying leasesreceive payments, mortgages and deeds hold, control or receive delivery of trust which now affect the Leased Premises any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to all renewals, modifications, consolidations, replacements and extensions thereofapply proceeds of Collateral; provided, howeverthat if and to the extent the Intercreditor Agreement is amended, if supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Lessor Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such lease amendment, supplement or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor modification shall not be effective unless as to the owner Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or holder delayed) that such amendment, modification or supplement shall be effective for purposes of this Agreement and the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to the perfection or priority of the security interest granted hereunder in and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such mortgageCollateral is in the possession or control of the OPNY Administrative Agent, deed (b) such collateral is not transferred by the OPNY Administrative Agent to the OPMW Administrative Agent as required pursuant to the Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of trust the OPNY Administrative Agent, or (d) the Lessor under OPNY Administrative Agent then maintains a perfected, first priority security interest in and to the Collateral and (iii) no obligations contained in this Agreement shall require the Pledgor to take or omit to take any such leasehold estate shall execute action inconsistent with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for of the then unexpired term hereof in OPNY Deposit Account Agreement and/or the event Holdco Deposit Account Agreement and no Default or Event of termination Default shall arise or result from the taking or omitting of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsaction.

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trust which deed or other hypothecation for security now affect or hereafter in force against the Leased Premises Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of any such mortgage mortgages, trust deeds or deed of trust shall advise Lessor that they desire other hypothecation for security, or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or the lessors under such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground lease or underlying leases, mortgages or deeds require in writing that this Lease be superior thereto. Such subordination shall be effective without the necessity of trust which may hereafter be executed covering the Leased Premises or execution by Tenant of any renewals, modifications, consolidations, replacements or extensions thereof, additional document for the full amount DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -22- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] purpose of all advances made evidencing or to be made thereunder effecting such subordination. Tenant covenants and without regard to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin 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 Lessee is not then in default. Notwithstanding anything so requested to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm do so by such purchaser or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust lienholder or ground lessor, and to recognize such purchaser or underlying leases lienholder or ground lessor as if the lessor under this Lease, provided such personlienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay Tenant timely pays the rent and observe observes and perform performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Upon such attornment, this Lease shall continue in full force and effect as if it were a direct lease between the successor Landlord and Tenant, upon all of the terms, conditions, and covenants as set forth herein; provided, however, such successor Landlord shall in no event be (i) bound by any payment of Rent for more than one month in advance, (ii) bound by any material amendment or modification of this Lease made without the consent of such lienholder or the ground lessor, (iii) liable for damages for any breach of any prior landlord, (iv) subject to any offsets, defenses or counterclaims that Tenant may have against any prior landlord, or (v) liable to Tenant for any security deposit unless it is actually delivered to such successor landlord. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, or any such purchaser or lienholder or ground lessor, execute such further commercially reasonable instruments or assurances as the requesting party 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; provided that any subordination agreement requested must include non-disturbance provisions consistent with this Article 18, and the attornment of Tenant as provided herein. Tenant waives the provisions of this Leaseany current or future statute, unless rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease is otherwise terminated pursuant and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Tenant agrees to its termsgive any lienholder, 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 recording of an assignment of rents and leases, or otherwise) of the address of such lienholder. Tenant further agrees that if Landlord fails to cure such default, then such lienholder shall have an additional thirty (30) days after the later of receipt of notice thereof or the expiration of any time period imposed on Landlord to cure, within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary to cure such default (including commencement of foreclosure proceedings).

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trust which deed or other encumbrances now affect or hereafter in force against the Leased Premises Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of any such mortgage mortgages, trust deeds or deed of trust shall advise Lessor that they desire other encumbrances, or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or the lessors under such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground lease or underlying leases, mortgages or deeds of trust which may hereafter require in writing that this Lease be executed covering superior thereto (collectively, the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease"Superior Holders”); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease, shall be the foregoing provisions with respect to such election receipt by Tenant of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which in the Superior Holders’ standard form, provided that such owner, holder or Lessor standard form shall agree (i) require such Superior Holder to accept the attornment of Lessee upon this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under the terms and conditions contained in of this Lease for beyond any applicable notice and cure period, and (ii) not materially increase Tenant’s obligations under this Lease (a “SNDAA”). Landlord shall use commercially reasonable efforts to deliver to Tenant a SNDAA from any current Superior Holder on or before the then unexpired term hereof Lease Commencement Date. Tenant covenants and agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin 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 Lessee is 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, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not then in defaultdisturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Notwithstanding anything Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (15) days of request by Landlord, execute a commercially reasonable Non-Disturbance Agreement and/or other reasonable instruments or assurances, reasonably acceptable to Tenant, as may reasonably be required to evidence or confirm the contrary subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Except as otherwise expressly set forth in this paragraphany Non-Disturbance Agreement entered into by Tenant and any current or future lender, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale ground lessor or other proceeding or pursuant to the exercise of any other rightslienholder, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of Tenant waives the provisions of this Leaseany current or future statute, unless rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease is otherwise terminated pursuant to its termsand the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor Tenant agrees that they desire or require this Lease to and the rights of Tenant hereunder shall be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 trust, security interests, mortgages, master leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, “Security Documents”) which now or hereafter constitute a lien upon or affect the Property, the Building or the Premises. Such subordination shall be effective without the necessity 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 any such Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest in the Property by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within fifteen (15) days of demand therefor execute any instruments or other documents which may hereafter be executed covering required by Landlord or the Leased Premises or holder of any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or Security Document to be made thereunder evidence such attornment and without regard to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to specifically shall execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the within fifteen (15) days of demand therefor a subordination of this Lease; provided, however, that the foregoing provisions with respect to such election lease or subordination of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in defaultthe form customarily employed by such holder requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. This Lease shall survive any foreclosure of any mortgage, transfer of the Premises, including foreclosure of any lien or any mortgage of Landlord, its successors, assigns and transferees, or of any and all other parties that may have an interest in the Premises. Notwithstanding anything to the contrary set forth contained in this paragraphSection 14.01, Lessee hereby attorns and agrees to attorn the subordination of this Lease to any person, firm present or corporation purchasing or otherwise acquiring future Security Documents shall be conditioned upon the Leased Premises at any sale or other proceeding or pursuant to the exercise holder of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby Security Document agreeing in writing that Lessee's right to quiet possession Tenant’s use and occupancy of the Leased Premises and other rights under this Lease shall not be disturbed if Lessee or abridged, nor its obligations expanded by reason of the foreclosure of such Security Document, and Tenant’s rights and obligations hereunder shall be recognized and observed, so long as Tenant is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless under this Lease is otherwise terminated pursuant to its termsafter the giving of any required notice and the expiration of any applicable cure period.

Subordination. This Lessee agrees that this Lease shall, at the option of Lessor, be subjected an subordinated to any mortgage, deed of trust, or other instrument of security, which has been or shall be placed and this subordination is subject and subordinate to all ground hereby made effective without any further act of Lessee or underlying leasesLessor. The Lessee shall, mortgages and deeds of trust which now affect the Leased Premises and to all renewalsat any time hereinafter, modificationson demand, consolidationsexecute any instruments, replacements and extensions thereof; providedreleases or other documents that may be required by any mortgage, howevermortgagor, if the Lessor or trustor or beneficiary under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease other instrument of security. If Lessee fails to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge execute and deliver any and all such documents or instruments which instruments, Lessee irrevocably constitutes and appoints Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right as Lessee's special attorney-in-fact 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge execute and deliver upon request any and all such documents and instruments requested by Lessor to assure or instruments. However, the subordination provisions of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor Paragraph 21 shall not be effective unless with respect to the owner or holder interest of any successor to Lessor unless and until such mortgage, deed of trust or the Lessor under any such leasehold estate successor shall execute with have delivered to Lessee a written non-disturbance and attornment agreement under which such ownerfor the benefit of Lessee, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in effect that this Lease for the then unexpired term hereof shall not be terminated in the event of termination of such leasehold estate any default under any ground lease or upon underlying lease or any foreclosure or sale pursuant to the foreclosure terms of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases so long as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default (after the expiration of all applicable cure periods) under the terms of this Lease, and so Lessee agrees to attorn to and become the Lessee of Lessor's successor. In addition, Lessor shall use its best efforts to obtain such a written non-disturbance agreement from all existing lien holders having an interest in the Premises. So long as Lessee shall pay the rent pays all rentals required hereunder and observe observes and perform performs all of the covenants, conditions and provisions on Lessee's part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire Lease term, subject to all the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. Landlord represents to Tenant that there are no current mortgages or deeds of trust encumbering the Building or Project. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trust which now affect deed or other encumbrances hereafter in force against the Leased Premises Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of any such mortgage mortgages, trust deeds or deed of trust shall advise Lessor other encumbrances, or the lessors under such ground lease or underlying leases (collectively, "MORTGAGEES"), require in writing that they desire or require 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 prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate subordinated to any and all particular future ground or underlying leaseslease of the Building or the Project or to the lien of any first mortgage or trust deed, mortgages hereafter enforced against the Building or deeds of trust which may hereafter be executed covering the Leased Premises or Project and to any renewals, extensions, modifications, consolidations, consolidations and replacements or extensions thereof, for Landlord shall deliver to Tenant a commercially reasonable non-disturbance agreement (the full amount "SNDA") executed by the landlord under such ground lease or underlying lease or the holder of all advances made such mortgage or trust deed, as appropriate, recognizing this Lease, any successor Landlord's obligation to be made thereunder perform hereunder, and without regard Tenant's right to offset Rent pursuant to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance . Tenant covenants and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof (or if any ground lease is terminated), if Lessee is not then in default. Notwithstanding anything to attorn subject to the contrary set forth in this paragraphterms of the SNDA, Lessee hereby attorns and agrees without any deductions or set-offs whatsoever, to attorn to the lienholder or purchaser or any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at successors thereto upon any such foreclosure sale or other proceeding deed in lieu thereof (or pursuant to the exercise of any other rightsground lessor), powers so by such purchaser or remedies under such mortgage or deeds of trust lienholder or ground lessor, and to recognize such purchaser or underlying leases lienholder or ground lessor as if such personthe lessor under this Lease, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right provided that, subject to quiet possession the terms of the Leased Premises SNDA, such lienholder or purchaser or ground lessor shall agree to accept this Lease, perform Landlord's obligations, recognize Tenant's rights and obligations, and not be disturbed if Lessee is not in default and to disturb Tenant's occupancy, so long as Lessee shall pay Tenant timely pays the rent and observe observes and perform all performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or 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 this Leaseany current or future statute, unless rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease is otherwise terminated pursuant to its termsand the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. (a) This Lease is and all rights of Tenant hereunder are subject and subordinate to any first deed of trust, first mortgage or other first instrument of security (a "Mortgage"), and at Owner's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground Lease or underlying leasesprimary Lease (an "Underlying Lease") that now or hereafter covers all or any part of the Building, mortgages and deeds the Land, or any interest of trust which now affect the Leased Premises Owner therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any Mortgage or Underlying Lease. This provision is self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, if upon demand at any time or times execute, acknowledge and deliver to Owner or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, any and all instruments and certificates that in the judgment of Owner, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Xxxxxx agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such foreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor as Owner under this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such lease foreclosure, sale or the holders of termination. Tenant, upon demand at any time or times, before or after any such mortgage foreclosure, sale or deed termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments that in the judgment of trust shall advise Holder or Lessor that they desire may be necessary or require this Lease desirable to be prior confirm or evidence such attornment and superior thereto, upon written request of Tenant hereby irrevocably authorizes Holder or Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or such instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessoron Tenant's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsbehalf.

Subordination. This Lease Notwithstanding anything contained in any Mortgage or in this Article 14A, it is understood and agreed that the rights of the holder of any Mortgage, including a Recognized Mortgagee, shall be subject and subordinate to all ground or underlying leasesthis Agreement. The terms, mortgages and deeds of trust which now affect the Leased Premises and to all renewalscovenants, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 conditions and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; providedAgreement shall govern as between the Port Authority, howeverthe Lessee and any Recognized Mortgagee, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination any inconsistency between the terms, covenants, conditions and provisions of such leasehold estate this Agreement and the terms, covenants, conditions and provisions of a Mortgage, the terms, covenants, conditions, and provisions of this Agreement shall control. Notwithstanding any provisions of any Mortgage to the contrary, the Lessee shall be deemed to be the Lessee hereunder for all purposes unless and until a Recognized Mortgagee shall have acquired the Lessee’s interest herein or a New Lease has been executed pursuant to this Article, as the case may be. Any Mortgage granted hereunder shall make reference to the provisions of this Agreement and shall provide that the Mortgage and the rights of the Recognized Mortgagee thereunder are and shall be in all respects subject to all provisions of this Agreement. Without limiting the generality of the foregoing, each Mortgage shall contain the following provisions: “This mortgage is executed upon the condition (i) that no purchaser at any foreclosure of sale shall acquire any such mortgage right, title or deed of trust, if Lessee is not then interest in default. Notwithstanding anything or to the contrary set forth in this paragraphagreement hereby mortgaged (the “Lease”) unless such purchaser, Lessee hereby attorns and agrees to attorn to any or the person, firm or corporation purchasing to whom or otherwise acquiring to which such purchaser’s right has been assigned, in the Leased Premises at any sale instrument transferring to such purchaser or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession assignee of the Leased Premises shall not be disturbed if interest of the Lessee is not in default under the Lease, assumes and so long as Lessee shall pay the rent and observe and agrees to perform all of the terms, covenants and conditions of the Lease thereafter to be observed or performed on the part of such Lessee, (ii) that no further or additional mortgage or assignment of the Lease shall be made except in accordance with the provisions of this the Lease and (iii) that a duplicate original of the instrument containing such assumption agreement, duly executed and acknowledged by purchaser or assignee and in recordable form, is delivered to the Port Authority promptly after the consummation of such sale or assignment.” “The mortgagee agrees to have the proceeds of any insurance or the proceeds of any condemnation award applied to the repair or restoration of the mortgaged premises to the extent such application is required by the provisions of the Lease, unless this Lease is otherwise terminated pursuant to its terms.”

Subordination. This A. Lessee covenants and agrees with Lessor that this Lease Agreement is subject and subordinate to all ground or underlying leasesthat certain Deed of Trust, mortgages Assignment of Leases and deeds Rents and Security Agreement dated effective as of December 20, 2012 executed for the benefit of Citigroup Global Markets Realty Corp and its successors, which deed of trust was filed for record and recorded in the Real Property Records of Hxxxxx County, Texas (the “Existing Mortgage”) and any other mortgage, deed of trust, ground lease and/or security agreement which may now affect or hereafter encumber the Leased Premises Building or any interest of Lessor or its affiliates therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedextension thereof (the Existing Mortgage and such other mortgages, howeverdeed of trust, if ground leases and security agreements are collectively referred to herein as the Lessor under “Mortgages”). In the event of the enforcement by any such lease owner, beneficiary or the holders holder of any such mortgage Mortgages of the remedies provided for by law or deed by such Mortgages, Lessee does hereby attorn to such owner, beneficiary or holder, as its lessor, said attornment to be effective without the execution of trust shall advise any further instruments on the part of any of the parties hereto, immediately upon Lessee receiving notice from such owner, beneficiary or holder that such party has succeeded to the interest of Lessor that they desire or require under this Lease to Agreement. This provision shall be prior self-operative and superior theretono further instrument of subordination or attornment need be required by any owner, upon written beneficiary or holder of any such Mortgages. Upon request by any owner, beneficiary or holder of Lessor to Lesseeany such Mortgages, whether before or after the enforcement of its remedies, Lessee agrees to promptly execute, acknowledge shall execute and deliver any and all documents an instrument or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have confirming and evidencing 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Leaseattornment herein set forth; provided, however, that any ground lessor, the foregoing trustee, the beneficiary or the secured party under any Mortgages shall agree that Lessee’s peaceable possession of the Leased Premises will not be disturbed on account thereof as long as Lessee is not in default of any of the terms and covenants of this Lease Agreement. Lessee, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, will automatically become the Lessee of such ground lessor or successor in interest without any change in the terms or other provisions with respect to of this Lease Agreement; provided, however, that such election of subordination by Lessor ground lessor or successor in interest shall not be effective unless (a) liable for any act or omission of any prior landlord, (b) for any liability or obligation of any prior landlord occurring prior to the date such ground lessor or successor in interest acquires title to the Building, (c) bound by any payment of Base Rent more than one (1) month in advance except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease Agreement, or (d) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any default by Lessor in performing its covenants or obligations hereunder, Lessee shall give written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the holder of the Existing Mortgage and the owner or holder of any other Mortgages who has theretofore notified Lessee in writing of its interest and the address to which notices are to be sent, and thereupon the holder of the Existing Mortgage and the owner or holder of any such mortgage, deed of trust or other Mortgages shall have the Lessor under right (but not the obligation) to cure such default. Lessee shall not exercise any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in rights afforded by this Lease for Agreement (if any) including, without limitation, terminating this Lease Agreement and abating the then unexpired term hereof in the event of termination rent payable thereunder by reason of such leasehold estate default unless and until Lessee has afforded the holder of the Existing Mortgage and the owner or upon the foreclosure holder of any such mortgage other Mortgages thirty (30) days after the expiration of such time as Lessor was permitted to cure such default and a reasonable period of time in addition thereto (i) if the circumstances are such that said default cannot reasonably be cured within said thirty (30) day period and the holder of the Existing Mortgage and/or the owner or deed holder of trustany such other Mortgages has commenced and is diligently pursuing such cure, if Lessee is not then in defaultor (ii) during and after any litigation action including a foreclosure, bankruptcy, possessory action or a combination thereof. Notwithstanding anything All notices to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession holder of the Leased Premises Existing Mortgage shall not be disturbed if Lessee is not in default and so long forwarded to Citigroup Global Markets Realty Corp, 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attn: Axx Xxxx Xxxxxxx or such other address as Lessee shall pay may be specified by the rent and observe and perform all holder of the provisions Existing Mortgage. This Lease Agreement is further subject to and subordinate to all matters of this Leaserecord in Hxxxxx County, unless this Lease is otherwise terminated pursuant to its termsTexas.

Subordination. This Lease Lender and Borrower acknowledge and agree that this Mortgage is subject and subordinate in all respects to all ground or underlying leasesthe liens, mortgages terms, covenants and deeds conditions of trust which now affect the Leased Premises First Mortgage and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease advances heretofore made or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering made pursuant to the Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof, First Mortgage including all sums advanced for the full amount purpose of all advances made (a) protecting or to be made thereunder and without regard to further securing the time lien of the First Mortgage, curing defaults by the Borrower under the First Mortgage, or character of such advances together with interest thereon and subject to all for any other purpose expressly permitted by the First Mortgage or (b) constructing, renovation, repairing, furnishing, fixturing or equipping the Property. The terms and provisions thereof; of the First Mortgage are paramount and Lessee agreescontrolling, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request they supersede and any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the other terms and conditions contained in this Lease for the then unexpired term provisions hereof in conflict therewith. In the event of termination a foreclosure or deed in lieu of foreclosure of the First Mortgage, any provisions herein or any provisions in any other collateral agreement restricting the use of the Property to low or moderate income households or otherwise restricting the Borrower’s ability to sell the Property shall have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors or assigns (other than the Borrower or a related entity of the Borrower), receiving title to the Property through a foreclosure or deed in lieu of foreclosure of the First Mortgage shall receive title to the Property free and clear from such leasehold estate or restriction. Further, if the mortgagee of the First Mortgage acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Mortgage shall terminate at the discretion of the Mortgagee upon the foreclosure mortgagee of any the First Mortgage’s acquisition of title; such mortgage or deed termination will not be unreasonably withheld provided that (i) the Mortgagee has been given written notice of trusta default under the First Mortgage, if Lessee (ii) the Mortgage shall not have cured the default under the First Mortgage within the 30-day period provided in such notice sent to the Mortgagee, and (iii) there is not then sufficient equity in default. Notwithstanding anything the Property to satisfy the contrary set forth in this paragraph, Lessee hereby attorns senior lien (assuming reasonable costs) and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions lien of this Lease, unless this Lease is otherwise terminated pursuant to its termsloan.

Subordination. This Lease is subject and subordinate to all ground or and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Leased Premises Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease holder or the holders of any such mortgage or deed of trust shall advise Lessor Encumbrance (“Holder”) require that they desire or require this Lease to be prior and superior thereto, upon within seven (7) days after written request of Lessor Landlord to LesseeTenant, Lessee agrees to promptly Tenant shall execute, acknowledge have acknowledged and deliver any and all documents or instruments instruments, in commercially reasonable form, which Lessor Landlord or such Lessor, holder or holders deem Holder deems necessary or desirable for purposes thereofsuch purposes. Lessor This Lease 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 Encumbrances which may hereafter be executed covering the Leased 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, howeverprovided only, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of any such leasehold estate lease or upon the foreclosure of any such mortgage or deed of trusttrust or transfer in lieu thereof, if Lessee the applicable Holder agrees in writing to recognize Tenant’s rights under this Lease, including the option to extend, as long as no Event of Default by Tenant exists and Tenant continues to pay Base Monthly Rent and Additional Rent and observes and performs all required provisions of this Lease. Within seven (7) days after Landlord’s written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance, provided that the applicable Holder agrees in writing to recognize Tenant’s rights under this Lease as long as Tenant is not then in defaultdefault and continues to pay Base Monthly Rent and Additional Rent and observes and performs all required provisions of this Lease and such document does not increase Tenant’s costs or expenses under this Lease or materially and adversely affect Tenant’s rights or obligations under this Lease. Tenant agrees that the form of subordination, nondisturbance, and attornment agreement attached hereto as Exhibit “E” satisfies the requirement of the preceding sentence. 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 set forth in this paragraphSection, Lessee Tenant hereby attorns and agrees to attorn to any person, firm or corporation entity purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such encumbrance, provided that in the event of termination of any such ground lease or upon the foreclosure of any such mortgage or deeds deed of trust or ground or underlying leases transfer in lieu thereof, the applicable Holder recognizes Tenant’s rights under this Lease as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall no Event of Default exists by Tenant and Tenant continues to pay the rent Base Monthly Rent and observe Additional Rent and perform observes and performs all of the required provisions of this Lease. Landlord agrees to use commercially reasonable efforts to deliver to Tenant within sixty (60) days after the date of execution of this lease a subordination, unless this Lease is otherwise terminated pursuant to its termsnondisturbance and attornment agreement between Tenant and Landlord’s lender in the form of Exhibit “E” attached hereto.

Subordination. This Lease Any indebtedness of Borrower or any Subsidiary Guarantor now or hereafter held by Holdings is subject hereby subordinated to the prior payment in full in immediately available funds of all the Guaranteed Obligations, and subordinate such indebtedness of any Loan Party to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverHoldings, if the Lessor under any Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of this Agreement, or if this Agreement does not provide for the application of such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease amount, to be prior and superior theretoheld by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, upon written request but without affecting or impairing in any manner the liability of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have Holdings under 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this LeaseGuaranty. In the event that Holdings receives any payment of any indebtedness described in the first sentence of this Section 11.07 prior to the Facility Termination Date and during the existence of an Event of Default, unless such payment of such indebtedness which has been received by Holdings, if requested by the Administrative Agent, shall be received by Holdings as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of Holdings and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of this Lease Agreement or, if this Agreement does not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by Holdings of any note or negotiable instrument evidencing any indebtedness of any Loan Party to Holdings, Holdings shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed Parties that it will not exercise any right of subrogation which it may at any time otherwise terminated pursuant have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until after the Facility Termination Date has occurred; provided that if any amount shall be paid to its termsHoldings on account of such subrogation rights prior to such time, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreement or, if this Agreement does not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the occurrence of the Facility Termination Date, Holdings shall be subrogated to the rights of the Guaranteed Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Loan Parties held by Holdings shall be paid in full.

Subordination. This Lease is expressly made subject and subordinate to all ------------- any mortgage, deed of trust, ground lease, underlying lease or underlying leases, mortgages and deeds like encumbrance affecting any part of trust the Property or any interest of Landlord therein which is now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereofexisting or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the Lessor under any such lease or holder of the holders of any such mortgage or deed of trust shall advise Lessor Encumbrance agrees that they desire or require this Lease to be prior and superior theretoshall survive the termination of the Encumbrance by lapse of time, upon written request foreclosure or otherwise so long as Tenant is not in default beyond any applicable cure periods under this Lease. Provided the conditions of Lessor to Lesseethe preceding sentence are satisfied, Lessee agrees to promptly execute, acknowledge Tenant shall execute and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agreesLandlord, within ten (10) days Business Days after the Lessor's written request to execute, acknowledge therefor by Landlord and deliver upon request any and all documents and instruments in a form reasonably requested by Lessor to assure Landlord, any additional documents evidencing the subordination of this Lease; provided, however, that the foregoing provisions Lease with respect to any such election Encumbrance and the nondisturbance agreement of subordination by Lessor shall not be effective unless the owner or holder of any such mortgageEncumbrance. If the interest of Landlord in the, deed Property is transferred pursuant to or in lieu of trust or proceedings for enforcement of any Encumbrance, Tenant shall immediately and automatically attorn to the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such new owner, holder or Lessor and this Lease shall agree to accept continue in full force and effect as a direct lease between the attornment of Lessee upon transferee and Tenant on the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and Lease. Landlord agrees to attorn use reasonable good faith efforts to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions obtain within 60 days after execution of this Lease, unless a Subordination, Attornment and Non-Disturbance Agreement (the "SNDA") from the holder of any Encumbrance existing at the date of this Lease is otherwise terminated pursuant to its termsthe provisions contained above; provided, Landlord's failure to obtain an SNDA shall not affect the validity of this Lease. Tenant shall be responsible for all costs and fees charged by any holder of an Encumbrance to prepare or negotiate an SNDA.

Subordination. This Lease is subject and subordinate The Parties hereby acknowledge that TDI has or will incur certain indebtedness (the "Indebtedness") to all ground or underlying leasesXxxxx Fargo, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, N.A. ("Senior Creditor"). The Parties further acknowledge and deliver understand that TDI is restricted under the terms and conditions of certain loan documents between TDI and Senior Creditor related to the Indebtedness from making any cash payment to TLR, as contemplated hereunder, for a period of 18 months from the Effective Date. Provided, further, that so long as there are any sums owing from TDI to Senior Creditor associated with the Indebtedness, and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements modifications or extensions thereof, for the full amount of TLR hereby subordinates all advances made TDI's indebtedness and obligations to TLR under this Services Agreement, whether now existing or to be made thereunder and without regard to the time or character of such advances together with interest thereon and subject hereafter incurred, to all the terms indebtedness and provisions thereof; obligations of TDI to Senior Creditor, and Lessee agreesfurther, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee there are any sums outstanding in connection with the Indebtedness or Senior Creditor is committed or otherwise obligated to advance funds to TDI in connection with the Indebtedness, TLR further agrees that, except as otherwise expressly provided herein, it will not ask for, make, demand, sue for, take or receive from TDI, by set-off or any other manner, the whole or any part of any monies, principal or interest, now or hereafter owing by TDI to TLR under this Services Agreement, nor any security therefore, unless and until all indebtedness and obligations of TDI to Senior Creditor, whether now existing or hereafter arising, direct or indirect, absolute or contingent, secured or unsecured, due or not due, and whether arising directly between TDI and Senior Creditor or acquired outright, conditionally or as collateral security from another by Senior Creditor, shall pay the rent and observe and perform all have been fully paid with interest. The Parties agree that Senior Creditor is a third-party beneficiary of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsSection 3.

Subordination. This To the fullest extent permitted by law, this Lease, the rights of Tenant under this Lease is and Tenant's leasehold interest shall be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Lot, or any other portion of time Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which the Building, the Lot, ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to require this Lease be superior to any such ground teases or underlying leases or any such liens, mortgage or deed of trust. 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, whether with respect to a present or a future ground lease, underlying lease, mortgage or deed of trust, Tenant shall attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises if Tenant is not in material 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 acquisition of ownership; (b) subject to any offsets or defenses which now affect Tenant might have against any prior lessor, except as specifically set forth in this Lease; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the Leased Premises extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant 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 all renewalsthe successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, modificationsany lender or ground lessor) and deliver, consolidationswithin ten (10) days of a demand or request by Landlord and in the form requested by Landlord, replacements and extensions thereof; providedground lessor, howevermortgagee or beneficiary, if any additional documents evidencing the Lessor under priority or subordination of this Lease with respect to any such lease ground leases or underlying leases or the holders lien of any such mortgage or deed of trust shall advise Lessor that they desire or require trust. Tenant's agreement to subordinate this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all future ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased Premises tease 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, future deed of trust or mortgage pursuant to the Lessor foregoing provisions of this Section 15 is conditioned upon Landlord delivering to Tenant from die lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, future ground or underlying lease or the holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything a non-disturbance agreement (reasonably satisfactory to the contrary set forth in this paragraphparties thereto) agreeing, Lessee hereby attorns and agrees among other things, that Tenant's right to attorn to any person, firm or corporation purchasing or otherwise acquiring possession of the Leased Premises at any sale or other proceeding or pursuant to the exercise terms and conditions of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises this Lease shall not be disturbed if Lessee provided Tenant is not in default under this Lease beyond the applicable notice and so long cure periods hereunder (an "SNDA"). Tenant hereby acknowledges that as Lessee shall pay the rent and observe and perform all of the provisions Lease Date there is a deed of this Leasetrust encumbering amid in force against, unless this Lease is otherwise terminated pursuant to its terms.the Premises, the Building and the Lot in favor of Union Bank of California, N.A.

Subordination. This Lease is At the option of Landlord, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground or underlying leases, overriding leases and underlying leases affecting the Building or the Project now or hereafter existing and each of the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to all mortgages and or deeds of trust which may now or hereafter affect the Leased Premises Building, the Property or any of such leases and each of the terms, covenants and conditions thereto (the “Superior Mortgage(s)”), whether or not such mortgages or deeds of trust shall also cover other land, buildings or leases, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedof such leases and such mortgages or deeds of trust and spreaders and consolidations of such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute, howeveracknowledge and deliver any reasonable instrument that Landlord, if the Lessor lessor under any such lease or the holders holder of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease any of their respective successors in interest may reasonably request to be prior and superior thereto, upon written request of Lessor evidence such subordination; if Tenant fails to Lessee, Lessee agrees to promptly execute, acknowledge and or deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, instrument within ten (10) business days after the Lessor's written request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute, acknowledge execute and deliver upon request any such instrument for and on behalf of Tenant. As used herein the lessor of a Superior Lease or its successor in interest is herein called “Superior Lessor”; and the holder of a Superior Mortgage is herein called “Superior Mortgagee.” Notwithstanding the foregoing provisions of this Paragraph 31, as to any Superior Mortgage against or affecting any or all documents of the Building or the Premises or any or all of the Building and instruments requested by Lessor to assure improvements now or at any time hereafter constituting a part of or adjoining the subordination Building in place at the time of execution of this Lease; provided, howeverLandlord shall use reasonable efforts to obtain an agreement from the holder thereof in recordable form and substantially in the form attached hereto as Exhibit E or otherwise in form and substance reasonably acceptable to Tenant, whereby the holder of such Superior Mortgage agrees that Tenant, upon paying the foregoing provisions Base Rent and all of the Additional Rent and other charges herein provided for, and observing and complying with the covenants, agreements and conditions of this Lease on its part to be observed and complied with, shall lawfully and quietly hold, occupy and enjoy the Premises during the Term (including any exercised renewal term), without hindrance or interference from anyone claiming by or through said Superior Mortgagee and that said Superior Mortgagee shall respect Tenant’s rights under this Lease and, upon succeeding to such election Landlord’s interest in the Building and Lease, shall observe and comply with all of subordination by Lessor Landlord’s duties under this Lease (hereinafter referred to as a Nondisturbance Agreement). Notwithstanding the first paragraph of this Section 31, Tenant shall not be effective obligated to subordinate to any Superior Lease or Superior Mortgage unless such subordination contains a Non-Disturbance Agreement. If any Superior Lessor or Superior Mortgagee shall succeed to the owner rights of Landlord under this Lease, whether through possession or holder foreclosure action or delivery of any a new lease or deed (such mortgageparty so succeeding to Landlord’s rights herein called “Successor Landlord”), deed of trust or the Lessor then Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease (without the need for further agreement) and shall promptly execute and deliver any reasonable instrument that such Successor Landlord may reasonably request to evidence such attornment. This Lease shall continue in full force and effect as a direct lease between the then unexpired term hereof in Successor Landlord and Tenant upon all of the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustterms, if Lessee is not then in default. Notwithstanding anything to the contrary conditions and covenants as are set forth in this paragraphLease, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring except that the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises Successor Landlord shall not (a) be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all liable for any previous act or omission of the provisions of Landlord under this Lease, unless except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, not expressly provided for in this Lease; or (c) be bound by any previous modification of this Lease is otherwise terminated pursuant to or by any previous prepayment of more than one month’s Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or its termspredecessor in interest).

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Property and to the lien of any mortgage, mortgages and deeds of trust which deed or other encumbrances now affect or hereafter in force against the Leased Premises Building or Property or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of any such mortgage mortgages, trust deeds or deed of trust shall advise Lessor that they desire other encumbrances, or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or the lessors under such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground lease or underlying leases, mortgages or deeds of trust which may hereafter require in writing that this Lease be executed covering superior thereto (collectively, the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease“Superior Holders”); provided, however, that the foregoing provisions with respect in consideration of and a condition precedent to such election of subordination by Lessor shall not be effective unless the owner or holder of Tenant’s agreement to subordinate this Lease to any such future mortgage, trust deed or other encumbrances, shall be the receipt by Tenant of trust or the Lessor under any such leasehold estate shall execute with Lessee a subordination non-disturbance and attornment agreement under in a commercially reasonable form, which requires such ownerSuperior Holder to continue this Lease as a direct lease between Superior Holder, holder or Lessor shall agree as landlord, and 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 attornment date such Superior Holder takes possession of Lessee upon the terms Building, and conditions contained in this Lease for Tenant may only offset amounts attributable to the then unexpired term hereof period of time from and after the date such Superior Holder takes possession of the Building), so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin 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 Lessee is not then in default. Notwithstanding anything so requested to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm do so by such purchaser or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust lienholder or ground lessor, and to recognize such purchaser or underlying leases lienholder or ground lessor as if the lessor under this Lease, provided such personlienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay Tenant timely pays the rent and observe observes and perform all performs the terms, covenants and conditions of this Lease to be observed and performed by Xxxxxx. Xxxxxxxx’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Xxxxxxxx, execute such further instruments or 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 give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord represents to Tenant that there are not any Superior Holders as of the date of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Leased Premises, the Center, this Lease is and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right, and the rights of Tenant under this Lease shall be subject and subordinate to all ground or underlying leasesinstruments executed and to be executed in connection with the exercise of any such right of Landlord, mortgages and deeds including, but not limited to, the lien of any mortgage, deed of trust which or security agreement now affect or hereafter placed upon the Leased Premises and the Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof; provided, subject, however, if to the Lessor under any such lease or condition that the holders holder of any such mortgage or deed other lien on, or including, the Leased Premises to which this Lease is subordinate shall deliver to Tenant a subordination, non-disturbance and attornment agreement in form reasonably satisfactory to Tenant and such holder. Said subordination shall not require the agreement or consent of trust shall advise Lessor that they desire or require Tenant, but Tenant covenants and agrees, if requested, to execute and deliver within fifteen (15) days of receipt from Landlord such further instruments subordinating this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder lien of any such mortgage, deed of trust or the Lessor under security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, and Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such leasehold estate shall execute with Lessee a non-disturbance instrument for and attornment agreement under which such owner, holder or Lessor shall agree to accept in the attornment name of Lessee upon the terms and conditions contained Tenant. Notwithstanding anything set out in this Lease for to the then unexpired term hereof contrary, in the event of termination of such leasehold estate or upon the foreclosure holder of any such mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything then, upon Tenant being notified to that effect by such encumbrance holder, this Lease shall be deemed prior to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise lien of any other rights, powers or remedies under such said mortgage or deeds deed of trust or ground or underlying leases as if such persontrust, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless whether this Lease is otherwise terminated pursuant adopted prior to its termsor subsequent to the date of said mortgage or deed of trust.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds The payment of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessorobligations under this Agreement, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have including without limitation the right Services Fee, are expressly subordinated 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount payment of all advances made or to be made thereunder Superior Obligations under and without regard in respect of the Credit Agreement to the time or character of such advances together with interest thereon extent and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary manner set forth in this paragraphAgreement. InfrastruX and the Company shall not amend or modify this Agreement in any manner except as permitted by Section 7.12 hereof. Without limiting the generality of the foregoing, Lessee hereby attorns and agrees InfrastruX shall not consent to attorn to or permit an increase in any personfees, firm expenses, compensation or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant payments to the exercise Company under this Agreement, or waive, forgive, release or modify, or attempt to waive, forgive, release or modify, compliance by the Company with any subordination provisions of this Agreement except with the consent of the Required Lenders under the Credit Agreement as specified in Section 7.12 hereof. The Lenders under the Credit Agreement have made loans to InfrastruX in reliance on these provisions and such provisions are for the benefit of such Lenders. So long as no Default or Event of Default then exists under the Credit Agreement or would result from the making of any other rightssuch payment (any such event, powers a “Senior Default”), InfrastruX may pay and the Company may accept regularly scheduled payments (including any delayed or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession deferred payments and all accrued but unpaid interest thereon) of the Leased Premises Service Fees and other fees and reimbursement of expenses under this Agreement in accordance with Section 7.09(e) of the Credit Agreement (or successor provision). Upon the occurrence of a Senior Default, until such Senior Default has been cured or has been waived in writing by the Administrative Agent and the Required Lenders, InfrastruX shall not be disturbed if Lessee is pay, and the Company shall not in default and so long accept, any payments (by or on behalf of InfrastruX) of any kind associated with this Agreement. To the extent any amounts owing under this Agreement are not paid as Lessee shall pay the rent and observe and perform all a result of the provisions of this LeaseSection 7.2 (the “Deferred Amount”), unless InfrastruX shall (and is hereby permitted to) make a “catch-up” payment of the Deferred Amount, together with all accrued but unpaid interest thereon, at such earliest time as no Senior Default then exists or would result from such payment and so long as such payment is in accordance with the Credit Agreement, including without limitation Section 7.09(e) thereof. Any payments (whether in cash, securities or other property) with respect to the obligations under this Lease Agreement received by the Company in violation of the above provisions or the provisions of the Credit Agreement shall be held in trust for the Lenders under the Credit Agreement and the Company will forthwith turn over any such payments in the form received, properly endorsed or assigned, to the Administrative Agent, to be applied in accordance with the Credit Agreement. In the event of the failure of the Company to endorse or assign any such payment, distribution, or security, the Administrative Agent is otherwise terminated pursuant hereby irrevocably authorized to its termsendorse or assign the same. Until all of the Superior Obligations are paid in full in cash, the Company will not ask, demand, accept, receive or retain any lien or collateral security for the payment of the obligations under this Agreement, or any other form of payment assurance as to the obligations under this Agreement, from InfrastruX or any of their Subsidiaries, and will not initiate, maintain, continue or prosecute, or encourage any other Person to initiate or prosecute any claim or other proceeding for any obligation subordinated under this Section 7.2 except that a claim or action may be brought for amounts that InfrastruX is permitted to pay under this Section 7.2 (including any Deferred Amount and all accrued but unpaid interest thereon).

Subordination. 13.1. This Lease is and the term and estate hereby granted are and shall be subject and subordinate to all ground the lien of each mortgage which may now or underlying leases, mortgages and deeds of trust which now at any time hereafter affect the Leased Premises and to all renewalsPremises, modificationsthe Building and/or the Land, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders Landlord's interest therein (collectively, the "underlying mortgages"), provided that, and for so long as (a) (i) either Emigrant Savings Bank ("Emigrant") or The Chase Manhattan Bank, N.A. ("Chase"), whichever is the holder of any such the underlying mortgage or deed in effect as of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments the date which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within is ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination date of this Lease; provided, howevershall have entered into a subordination, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such ownerin a form substantially similar to the form annexed hereto as Exhibit E-1 (the "Emigrant SNDA"), if Emigrant is then the holder of the underlying mortgage, or Lessor shall agree to accept the attornment form annexed hereto as Exhibit E-2 (the "Chase SNDA"), if Chase is then the holder of Lessee upon the terms present underlying mortgage, and conditions contained in this Lease for (ii) the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure holder of any such mortgage or deed future underlying mortgage(s) shall have entered into a subordination, non-disturbance and attornment agreement (a "Mortgagee SNDA") with the Tenant in substantially the form of trustthe Chase SNDA, if Lessee Chase is not then the holder of any such future underlying mortgage(s), and, otherwise, in defaultthe form annexed hereto as Exhibit E-3, and (b) The Emigrant SNDA, the Chase SNDA and/or such Mortgagee SNDA continues to be in full force and effect unless the related underlying mortgage has either been satisfied and released of record or refinanced and become subject to a subsequent Mortgagee SNDA. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns This lease shall also be subject and agrees to attorn subordinate to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or future ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession net lease of the Leased Premises shall not be disturbed if Lessee is not in default Land and/or the Building (collectively the "underlying leases"), provided that, and for so long as Lessee (y) the lessor under any such present or future underlying lease shall pay have entered into a subordination, non-disturbance and attornment agreement (a "Lessor SNDA") with the rent Tenant in substantially the form annexed hereto as Exhibit E-4 and observe (z) such Lessor SNDA continues to be in full force and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termseffect.

Subordination. This Lease is subject The payment of the principal of, and subordinate interest on, the Loan or the Note and any amendments or replacements thereof and any other security interest, lien, claim or right now or hereafter asserted by the Lender with respect to the indebtedness of the Company to the Lender created hereunder, shall be subject, junior and subordinate, in all ground or underlying leasesrespects, mortgages and deeds to the prior payment in full of trust which now affect Senior Debt (as hereinafter defined) of the Leased Premises Company, and to all renewalsany security interest, modificationslien, consolidations, replacements claim or right now or hereafter asserted by Senior Debtholders (as hereinafter defined) or their successors and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions assigns with respect to such election Senior Debt or with respect to any collateral therefor. The Lender further agrees that upon the occurrence of subordination by Lessor shall not a default or event of default (as such terms are defined in the Senior Debt Documents (a "SENIOR DEBT DEFAULT") and without notice of such Senior Debt Default to the Lender, (x) the Senior Debtholders, or their respective successors or assigns, are entitled to be effective unless paid all Senior Debt before the owner or holder Lender is entitled to receive any payments in respect of any such mortgage, deed of trust this Agreement or the Lessor under Note, (y) the Company may not make any payments to the Lender or with respect to this Agreement or the Note until such leasehold estate payment of all outstanding Senior Debt to the Senior Debtholders has been made in full in cash and (z) for a period not to exceed one hundred eighty (180) days following such Senior Debt Default the Lender may not pursue any enforcement action against the Company. Any payments made to the Lender in violation of this Section 1.7 shall execute with Lessee a non-disturbance be held in trust for the benefit of the Senior Debtholders (or their respective successors or assigns) and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee turned over upon the terms and conditions contained in this Lease for demand of the then unexpired term hereof Senior Debtholders. Notwithstanding the foregoing, in the event absence of termination of such leasehold estate or upon a Senior Debt Default, the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything Company shall be permitted to the contrary set forth in this paragraph, Lessee hereby attorns pay interest on and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.principal of

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that 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. Tenant agrees, within ten (10) days after the Lessor's Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this LeaseLease to any such mortgages, deed of trust, or leasehold estates (hereinafter, an “SNDA”). If Tenant fails to deliver an executed SNDA to Landlord within ten (10) days after Landlord’s request therefor and pursuant to the terms of this Article 17, Landlord shall deliver to Tenant a second request (a “Second SNDA Request”) which shall request that Tenant execute and deliver to Landlord such SNDA within five (5) business days from the date thereof. Tenant hereby agrees that if Tenant fails to deliver an executed SNDA to Landlord within such five (5) business day period, then it would be impracticable or extremely difficult to fix Landlord’s actual damages; providedconsequently, howeverwithout limiting any other rights or remedies of Landlord, commencing on the sixth (6th) business day after Landlord delivers the Second SNDA Request to Tenant, Landlord shall have the right to charge Tenant an amount equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Tenant delivers to Landlord an SNDA pursuant to the terms hereof. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. (a) This Lease is subject and Lease, at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part and to any and all ground or underlying leases, mortgages and deeds of trust which now affect advances made on the Leased Premises security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraphsuch subordination, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Lessee's failure to execute such documents within 10 days after written demand shall constitute a material default by Lessee hereunder, or, at Lessor's option, Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with this paragraph 33(b).

Subordination. This Lease is subject Until the Termination Date, Creditor hereby subordinates in favor of Lender all Obligations of Borrowers to Creditor and subordinate all claims and demands arising therefrom to all ground of the Senior Obligations and agrees that Lender shall first be paid all of the Senior Obligations, with intexxxx xs accrues thereon and any costs and expenses of collection thereof, in accordance with the terms thereof and the requirement that Lender make Advances to the Borrowers under the Loan Agreement shall be terminated before Creditor shall be paid any sums due on Obligations of Borrowers to Creditor. Creditors further agrees that, subject to the limitation on Senior Obligations provided for in Section 1.3, Lender may, at any time and from time to time, renew, extend, modify, amend, substitute or underlying leasesalter the time of payment or maturity of, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have waive the right to cause this Lease enforce the Senior Obligations, or any part thereof, or release or compromise the terms thereof, and that Lender may make new loans, advances and extensions of credit to or for the benefit of the Borrowers, which will be deemed to be and become and remain subject and subordinate to included in the Senior Obligations or the Senior Obligations may be refinanced by the Lender, or otherwise, so long as such refinancing does not increase the annual amortization of the principal of the Senior Obligations which constitute term loans, all without in any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure way impairing the subordination and standstill provisions set forth herein which shall remain in full force and effect without any further act of this LeaseCreditor. Lender shall notify Creditor in writing within 14 days of each of the events referred to in the preceding sentence; provided, however, that the foregoing provisions with respect failure to such election of subordination by Lessor do so shall not be effective unless impair in any manner the owner or holder subordination of any such mortgage, deed the Obligations of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree Borrowers to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything Creditor to the contrary Senior Obligations, as set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsArticle 3.

Subordination. This Lease is subject and subordinate to all If the holder or holders of any ground or underlying leaseslease, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust which affects the Premises ("Encumbrance") shall advise Lessor require that they desire or require this Lease to be prior and superior theretoto the lien of such Encumbrance, upon within fifteen (15) days of written request of Lessor Landlord to LesseeTenant, Lessee agrees to promptly Tenant shall execute, acknowledge have acknowledged and deliver any and all documents or instruments instruments, in the form presented to Tenant, which Lessor Landlord or the holder of such Lessor, holder or holders deem Encumbrance deems necessary or desirable for purposes thereofsuch purposes. Lessor Provided that the applicable holder of the Encumbrance executes, acknowledges, and delivers a commercially reasonable subordination, nondisturbance and attornment agreement, Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground Encumbrances which are now or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Leased Premises 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 advances, together with interest thereon and subject to all the terms and provisions thereof; , and Lessee agrees, within ten fifteen (1015) days after the LessorLandlord's written request to executerequest, acknowledge and deliver upon request Tenant shall execute any and all commercially reasonable instruments, releases or other documents and instruments requested required by Lessor to assure Landlord or the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of the Encumbrance to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, it shall be deemed that this Lease is subordinated. Any instrument describing such mortgage, lease or mortgage or deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under to which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for may be subordinated shall include, as a condition precedent to Tenant's obligation to execute same, commercially reasonable nondisturbance provisions to the then unexpired term hereof effect that, notwithstanding such subordination, the Holder agrees that so long as Tenant faithfully discharges all obligations on its part to be kept and performed under this Lease in accordance with its terms, its tenancy will not be affected by any default under such lease or mortgage or deed of trust, and in the event of termination of such leasehold estate lease or upon the foreclosure or sale under power of any such mortgage sale or deed in lieu of trustsale, if Lessee is not then or any transfer of Landlord's interest, all rights, benefits, privileges and remedies of Tenant under this Lease shall remain in defaulteffect. Notwithstanding anything to the contrary set forth in this paragraph, Lessee Tenant hereby attorns and agrees to attorn to any person, firm or corporation entity purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsEncumbrance.

Subordination. A. This Lease is and all of Tenant's rights hereunder are subject and subordinate to all (i) any ground or underlying leases(including operation) leases that now exist or may hereafter be placed on the Shopping Center or any part thereof, and (ii) any mortgages and or deeds of trust which now affect that xxx exist or may hereafter be placed upon the Leased Premises Shopping Center or the interest under any ground or underlying leases and to any and all advances made thereunder and the interest thereon and to all renewals, replacements, amendments, modifications, consolidations, replacements consolidations and extensions thereof; providedof any of the foregoing. Tenant covenants and agrees that if any mortgagee of Landlord's interest in any underlying lease or any fee mortgagee succeeds to Landlord's interest under this Lease by foreclosure or otherwise, howeverTenant will, if requested, attorn to such mortgagee and will recognize such mortgagee as Tenant's landlord under this Lease. At the Lessor under option of the landlord or any such successor landlord thereunder, Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, nor any foreclosure of a mortgage either affecting the fee title of the Premises or the ground or underlying lease, nor the institution of any suit, action, summary or other proceeding by the landlord or any successor landlord thereof, or any foreclosure proceeding brought by the holders of any such mortgage to recover possession of the leased property, shall by operation of law or otherwise result in the cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to the landlord or to any successor to Landlord's interest in the Premises. Tenant shall execute and deliver in recordable form, whatever instruments may be required to acknowledge or further effectuate the provisions of this Subsection, and in the event Tenant fails to do so within twenty (20) days after demand in writing, such failure shall be deemed a material default hereunder. Any mortgagee or trustee under any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver the lessor under any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 lease may hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of elect that this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor Lease shall not be effective unless the owner or holder of any such have priority over its mortgage, deed of trust or the Lessor under any lease and upon notification of such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which election by such ownermortgagee, holder trustee or Lessor shall agree lessor to accept the attornment of Lessee upon the terms and conditions contained in Tenant, this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or shall be deemed to have priority over said mortgage, deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such personlease whether this Lease is dated prior to or subsequent to the date of said mortgage, firm deed of trust or corporation had been named as Lessor herein; it being intended hereby that Lessee's right lease. If the holder of any mortgage, deed of trust or security agreement shall forward to quiet possession Tenant written notice of the Leased Premises shall not be disturbed if Lessee is not in default and existence of such lien or lease, then Tenant shall, so long as Lessee shall pay such lien or lease continues, give to such lienholder or lessor the rent same notice and observe and perform all of the provisions of this Lease, unless opportunity to correct any default as is required to be given to Landlord under this Lease is otherwise terminated pursuant but such notice of default may be given to its termsLandlord and such lienholder or lessor concurrently.

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trust which deed or other encumbrances now affect or hereafter in force against the Leased Premises Building or Project or any part thereof, if any, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agreesmortgages or trust deeds, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner holders of such mortgages, trust deeds or holder of any such mortgageother encumbrances, deed of trust or the Lessor lessors under any such leasehold estate shall execute with Lessee ground lease or underlying leases (each, a non-disturbance and attornment agreement under which such owner"Security Holder"), holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained require in writing that this Lease for the then unexpired term hereof be superior thereto. Tenant covenants and agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever (except to the extent expressly provided in this Lease), to the Security Holder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if Lessee is so requested to do so by such purchaser or Security Holder or ground lessor, and to recognize such purchaser or Security Holder or ground lessor as the lessor under this Lease, provided such Security Holder or purchaser or ground lessor shall agree to accept this Lease and not then in defaultdisturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any Security Holder. Without limiting the generality of the foregoing, Tenant shall, within ten (10) business days of request by Landlord from time to time, execute such commercially reasonable instruments 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. Notwithstanding anything the foregoing, the subordination of this Lease to the contrary set forth in this paragraphany future ground or underlying lease, Lessee hereby attorns mortgage or trust deed and agrees Tenant's agreement to attorn to any personsuch Security Holder or any successors thereto shall be contingent upon Tenant's having received from the applicable Security Holder a written recognition agreement in the commercially reasonable form of such Security Holder, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.13112.002.675115v7

Subordination. (a) This Lease is and Tenant's interest hereunder shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to all ground or underlying leasesits Mortgage, mortgages and deeds if Landlord consents to such subordination, this Lease and Tenant's interest hereunder shall be subject and subordinate to the lien of trust which now affect the Leased Premises such Mortgage and to all renewals, modifications, consolidationsreplacements, replacements consolidations and extensions thereof; providedthereof and to any and all advances made thereunder and the interest thereon. Tenant agrees that, howeverwithin ten (10) days after receipt of a written request therefor from Landlord, if the Lessor under it will, from time to time, execute and deliver any instrument or other document required by any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require Mortgagee to subordinate this Lease and its interest in the Premises to be the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and superior if Landlord consents thereto, upon written this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant shall, within ten (10) days after receipt of a request of Lessor to Lesseetherefor from Landlord, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure confirming the subordination priority of this Lease; provided. In any event, however, that if this Lease shall have priority over the foregoing provisions with respect to such election lien of subordination by Lessor a first Mortgage, this Lease shall not be effective unless become subject or subordinate to the owner or holder lien of any such mortgagesubordinate Mortgage, deed of trust and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession written consent of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsfirst Mortgagee.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to Property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor Landlord agrees to use commercially reasonable efforts to obtain for Tenant a Subordination, Non-Disturbance and Attornment Agreement executed by any existing mortgagee or ground lessor of the Project, on such mortgagee or ground lessor's standard form. 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if there is not then an Event of Default under this Lease. Subject to the foregoing, Tenant agrees, within ten (10) days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.sale. Initials: ------- -------

Subordination. This Lease is subject Payee understands and agrees that all amounts payable under this Note, whether for principal, interest or expenses, and the enforcement of Payee's rights in respect thereof, shall be subordinate and junior to all ground Senior Indebtedness (as defined below). If any default occurs in the payment of the principal of or underlying leasespremium or interest on any Senior Indebtedness (whether as a result of the acceleration thereof by the holder of any Senior Indebtedness or otherwise) (a “Payment Default”), mortgages then during the continuance of such default and deeds until such payment has been made or such default has been cured or waived in writing by the holder of trust which now affect the Leased Premises Senior Indebtedness, no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and Payee shall not demand or exercise remedies to all renewalsenforce or collect such amounts (but may accelerate this Note as provided in clauses (b) through (d) of Section 4 of this Note). In addition, modifications, consolidations, replacements no payment of principal or interest or other amount on this Note shall be made by Maker or accepted by Payee and extensions thereof; provided, however, Payee shall not demand or exercise remedies to enforce or collect such amount if the Lessor under following three conditions shall exist: (i) any default other than a Payment Default occurs on any Senior Indebtedness, (ii) Payee has received written notice (“Default Notice”) of such lease default from Maker or the holders holder of any such mortgage Senior Indebtedness and (iii) such default shall not have been cured by Maker or deed waived in writing by the holder of trust shall advise Lessor that they desire or require this Lease to be prior the Senior Indebtedness and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor less than 180 days 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days elapsed after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested date of receipt by Lessor to assure Payee of the subordination of this LeaseDefault Notice; provided, however, that nothing in this sentence shall affect the ability of Payee to accelerate this Note as provided in clauses (b) through (d) of Section 4 of this Note. The term “Senior Indebtedness” shall mean money borrowed (including without limitation all principal, interest (whether or not allowed in a proceeding), fees and all other amounts owing in connection therewith) from, or otherwise represented by notes payable to, a bank or other financial institution or institution in the business of lending money which is secured in whole or in part by any assets or property of Maker and/or any of its direct or indirect subsidiaries. Any payments received by Payee in violation of the foregoing provisions with respect shall be deemed to such election be held in trust by Payee for the benefit of subordination by Lessor shall not be effective unless the owner or holder applicable payee of the Senior Indebtedness. Payee agrees, at the request of any payee of Senior Indebtedness, to execute such mortgageadditional documents and instruments which any payee of Senior Indebtedness may reasonably request to carry out the foregoing and other customary subordination provisions. Except as set forth in Section 5(a) hereof, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions nothing contained in this Lease for Section 3 or elsewhere in this Note is intended to or shall impair as between Maker, its creditors other than the then unexpired term hereof holders of Senior Indebtedness, and Payee, the obligation of Maker, which is unconditional and absolute, to pay to Payee the principal of and interest on this Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the event relative rights of termination Payee and the creditors of such leasehold estate or Maker other than the holders of Senior Indebtedness, nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon the foreclosure occurrence of any such mortgage or deed an Event of trustDefault under this Note, subject to the rights, if Lessee is not then any, under this Section 3 of the holders of Senior Indebtedness in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale respect of cash or other proceeding or pursuant to property of Maker received upon the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises remedy. Payee shall not be disturbed if Lessee is not deemed to owe any fiduciary duty to the holders of Senior Indebtedness. In the event that Maker fails to make a payment on account of principal of or interest on or other amounts due in default and so long as Lessee shall pay the rent and observe and perform all of the provisions respect of this LeaseNote by reason of any provision of this Section 3, unless such failure shall constitute an Event of Default hereunder, and the fact that such failure resulted from the application of this Lease is otherwise terminated pursuant to its termsSection 3 shall not be construed as preventing the occurrence of, or mitigating, such Event of Default.

Subordination. This Lease is subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver deliver, within five (5) days, any and all reasonable documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that 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. Tenant agrees, within ten five (105) days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all reasonable documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeeds of trust, or leasehold estates. Tenant agrees that if any proceedings are brought for the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease is shall be subject and subordinate at all times to all ground or underlying leases, leases and to the lien of any mortgages and or deeds of trust which now affect or hereafter placed on, against or affecting the Leased Premises and to all renewalsBuilding, modificationsLandlord’s interest or estate in the Building, consolidations, replacements and extensions thereofor any ground or underlying lease; provided, however, that if the Lessor under any such lease lessor, mortgagee, trustee, or the holders holder of any such mortgage or deed of trust shall advise Lessor that they desire or require elects to have Xxxxxx’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be prior deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge execute and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) business days after of Landlord’s request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. Notwithstanding the Lessor's foregoing, upon written request by Xxxxxx, Landlord will use reasonable efforts to executeobtain a non-disturbance, acknowledge subordination and deliver upon attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request any of Landlord, Xxxxxx will execute the mortgagee’s form of non-disturbance, subordination and all documents attornment agreement and instruments requested return the same to Landlord for execution by Lessor the mortgagee. Xxxxxxxx's failure to assure obtain a non- disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. Notwithstanding the foregoing in this Section to the contrary, as a condition precedent to the future subordination of this Lease; provided, however, that the foregoing provisions with respect Lease to such election of subordination by Lessor shall not be effective unless the owner or holder of any such a future mortgage, deed of trust or the Lessor under any such leasehold estate Landlord shall execute be required to provide Tenant with Lessee a non-disturbance disturbance, subordination, and attornment agreement in favor of Tenant from any such mortgagee who comes into existence after the Commencement Date. Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall provide that, so long as Tenant is paying the rent due under which such ownerthe Lease and is not otherwise in default under the Lease beyond any applicable cure period, holder its right to possession and the other terms of the Lease shall remain in full force and effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Monthly Installment of Rent or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in any other sum due under this Lease for more than one (1) month in advance or (ii) any amendment or modification of the then unexpired term hereof Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). Landlord shall use commercially reasonable efforts to obtain an executed Subordination, Nondisturbance and Attornment Agreement for Tenant’s benefit in the event form of termination of such leasehold estate or upon Exhibit F attached hereto within thirty (30) days following the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns mutual execution and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions delivery of this LeaseLease and the Subordination, unless this Lease is otherwise terminated pursuant to its terms.Nondisturbance and Attornment Agreement in the form of Exhibit F.

Subordination. This Lease is subject and subordinate to all ground Lessee recognizes that Lessor may have heretofore encumbered or underlying leases, mortgages and deeds may hereafter encumber the Building or any interest therein with a mortgage or deed of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any trust. Any such mortgage or deed of trust shall advise is herein called a “Mortgage” and the holder of any mortgage, beneficiary of a deed of trust whose principal businesses include the making of loans secured by real estate is herein called a “Mortgagee”. This Lease and all interest and estate of Lessee hereunder is subject to and is hereby subordinated to all present and future Mortgages affecting the Premises or the property of which said Premises are a part. Lessee agrees to execute at no expense to the Lessor, any commercially reasonable instrument which may be deemed necessary or desirable by the Lessor that they desire or require to further effect the subordination of this Lease to be prior any such Mortgage. In the event of a sale or assignment of Lessor’s interest in the Premises, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Lessor covering the Premises, Lessee shall attorn to the purchaser and superior theretorecognize such purchaser as Lessor, upon written request of Lessor to Lessee, provided that such successor recognizes and assumes the Lessor’s duties and obligations under this Lease. Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such at no expense to Lessor, holder or holders deem any commercially reasonable estoppel certificate deemed necessary or desirable for purposes thereofby Lessor to further effect the provisions of this paragraph. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within Within ten (10) days after the Lessor's written request Effective Date, Lessor shall deliver to executethe Lessee a commercially reasonable recordable non-disturbance agreement from each existing Mortgagee, acknowledge and deliver upon request in the form required by Mortgagee. With respect to any and all documents and instruments future Mortgage, if requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained will subordinate its interest in this Lease for to the then unexpired term hereof Mortgage, and to all advances made thereunder and to the interest thereon, and to all renewals, replacements, supplements, amendments, modifications and extensions thereof, provided that the Lessee receives an agreement from such Mortgagee in the event of termination of such leasehold estate or upon Mortgagee’s form with the foreclosure of ability for Lessee to reasonably modify, agreeing (a) that this Lease (including any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything options to renew the contrary set forth in this paragraph, Lessee hereby attorns Lease and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring expand the Leased Premises at any sale or other proceeding or pursuant to Premises) and the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to ’s quiet possession enjoyment of the Leased Premises as provided herein shall not be disturbed if Lessee is not in default and so long as there exists no uncured Default by the Lessee hereunder as to which all times to cure shall have expired, (b) the payment or disposition of proceeds of fire and extended coverage and property damage insurance, and of any condemnation award, shall be made and applied as provided for in this Lease and (c) unless required by applicable law, the Lessee shall pay the rent and observe and perform all not be named or joined as a defendant in any exercise of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsMortgagee’s remedies against Lessor.

Subordination. This Lessee agrees that this Lease is subject and shall be subordinate to all ground any mortgage or underlying leases, mortgages and deeds deed of trust which may now affect or hereafter encumber the Leased Premises Building or the Land, and to all renewals, modifications, consolidations, replacements and extensions thereof; , provided, however, if that the Lessor under any such lease or the holders holder of any such mortgage or deed of trust shall advise agree that Lessee shall not be disturbed in its possession of the Premises or its rights hereunder terminated or amended by the mortgagee, any purchaser at or in lieu of foreclosure or other party so long as Lessee is not in default under this Lease. In confirmation of such subordination, Lessee shall at Lessor's request execute promptly any appropriate certificate or instrument that Lessor that they desire may reasonably request. In the event of the enforcement by the trustee or require this Lease to be prior and superior theretothe beneficiary under a mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents person or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 party succeeding to the time or character interest of Lessor as a result of such advances together with enforcement, automatically become the lessee of such successor in interest thereon and subject to all without change in the terms and or other provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that such successor in interest shall not be bound by (i) any payment of Base Rent or Additional Rent for more than one month in advance except prepayments in the foregoing provisions with respect nature of security for the performance by Lessee of its obligations under this Lease; (ii) any amendment or Within 15 days after Lessor's request, Lessee agrees to execute an estoppel certificate or other agreement certifying to Lessor and/or any mortgagee of the Building such facts and agreeing to such election reasonable notice provisions as such mortgagee may request in connection with Lessor's financing, subject, however, to the non-disturbance rights of subordination Lessee above-described. If Lessee fails or refuses to give a certificate hereunder within the time period herein specified, then the information contained in such certificate as submitted by Lessor shall not be effective unless deemed correct for all purposes, and all notice provisions and other matters in the owner or holder of any such mortgagecertificate shall be deemed agreed to, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or but Lessor shall agree have the right to accept the attornment treat such failure or refusal as a default by Lessee. This Lease and all rights of Lessee upon the terms hereunder are further subject and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything subordinate to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring extent that the Leased Premises at any sale or other proceeding or pursuant same relate to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or Premises to all ground or underlying leases as if such personcovering the Land/or any part thereof which may now or hereinafter affect the Land or the Building, firm and any renewals or corporation had been named as Lessor hereinmodifications thereof; it being intended hereby provided, however that Lessee's right to quiet possession the holder of any ground lease or underlying leases covering the Leased Premises Land or the Building shall agree that Lessee shall not be disturbed if in its possession of the Premises or its rights hereunder terminated or amended by such holder as long as Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of under this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to Premises, Building or Business Park, regardless of the timing of same, including, without limitation, all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, Building or Business Park, 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 advances, together with interest thereon and subject to all the terms and provisions thereof; . The provisions of this Section 21 shall be self-operative and Lessee shall not require the execution of any documents (without limiting Tenant’s obligations hereunder). However, Tenant agrees, within ten (10) days after the Lessor's Landlords written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate 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 instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of 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 execute with Lessee provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Prior to the Commencement Date and after receipt of written request from Tenant, Landlord shall request that its lender provide its customary non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsTenant.

Subordination. This Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Leased Premises, the Shopping Center, this Lease is and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right, and the rights of Tenant under this Lease shall be subject and subordinate to all ground or underlying leasesinstruments executed and to be executed in connection with the exercise of any such right of Landlord, mortgages and deeds including, but not limited to, the lien of any mortgage, deed of trust which or security agreement now affect or hereafter placed upon the Leased Premises and the Shopping Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof; provided. Said subordination shall not require the agreement or consent of Tenant, howeverbut Tenant covenants and agrees, if the Lessor under any requested, to execute and deliver within fifteen (15) days of receipt from Landlord such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require further instruments subordinating this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder lien of any such mortgage, deed of trust or the Lessor under security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, and Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such leasehold estate shall execute with Lessee a non-disturbance instrument for and attornment agreement under which such owner, holder or Lessor shall agree to accept in the attornment name of Lessee upon the terms and conditions contained Tenant. Notwithstanding anything set out in this Lease for to the then unexpired term hereof contrary, in the event of termination of such leasehold estate or upon the foreclosure holder of any such mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything then, upon Tenant being notified to that effect by such encumbrance holder, this Lease shall be deemed prior to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise lien of any other rights, powers or remedies under such said mortgage or deeds deed of trust or ground or underlying leases as if such persontrust, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless whether this Lease is otherwise terminated pursuant adopted prior to its termsor subsequent to the date of said mortgage or deed of trust.

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leasesleases of the Buildings or Project and to the lien of any mortgage, mortgages and deeds of trust which deed or other encumbrances now affect or hereafter in force against the Leased Premises Building or Project or any part thereof, if any, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agreesmortgages or trust deeds, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner holders of such mortgages, trust deeds or holder of any such mortgageother encumbrances, deed of trust or the Lessor lessors under any such leasehold estate shall execute with Lessee a ground lease or underlying leases (collectively, "Lenders"), require in writing that this Lease be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the "Nondisturbance Agreement") in favor of Tenant from any Lenders who come into existence following the date hereof but prior to the expiration of the Lease Term shall be in consideration of, and attornment a condition precedent to, Tenant's agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon be bound by the terms and conditions contained in of this Lease for the then unexpired term hereof Article 18. Tenant covenants and agrees in the event of termination of such leasehold estate or upon any proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof (or if any ground lease is terminated), if Lessee is not then in default. Notwithstanding anything to the contrary attorn, without any deductions or set-offs whatsoever (except for any rights to rent abatement and rights to offset rent expressly set forth in this paragraphLease), Lessee hereby attorns and agrees to attorn to the Lender upon any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any such foreclosure sale or other proceeding deed in lieu thereof, if so requested to do so by such Lender, and to recognize such Lender as the lessor under this Lease, provided such Lender shall agree to accept this Lease (including, without limitation, Landlord’s obligations to fund the Tenant Improvement Allowance in accordance with the Tenant Work Letter, or pursuant in the alternative, and notwithstanding anything herein to the exercise contrary, the recognition of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's Tenant’s right to quiet possession of offset rent for Landlord’s failure to pay the Leased Premises shall Tenant Improvement Allowance as provided in the Tenant Work Letter) and not be disturbed if Lessee disturb Tenant's occupancy, so long as Tenant is not in default under this Lease beyond applicable notice and so long cure periods. Landlord's interest herein may be assigned as Lessee shall pay security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the rent and observe and perform all subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, Tenant waives the provisions of this Leaseany current or future statute, unless rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease is otherwise terminated pursuant to its termsand the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Any Nondisturbance Agreement provided by a Lender for construction financing following the termination of Landlord's existing loan shall also be substantially in the form of Exhibit H-2 attached hereto.

Subordination. This Lease is Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, (i) the security interests created and granted hereby are subject to, subordinate and subordinate inferior to the security interests created by the First Lien Partnership Interest Pledge Agreement, in accordance with, and all ground rights, powers and remedies granted to the OPMW Administrative Agent thereunder, are subject in all respects to the terms and conditions of the Intercreditor Agreement, including restrictions on the right of the OPNY Administrative Agent to give notices, exercise power of attorney rights, direct or underlying leasesreceive payments, mortgages and deeds hold, control or receive delivery of trust which now affect the Leased Premises any Assignment Collateral or other possessory collateral or to exercise powers or remedies and to all renewals, modifications, consolidations, replacements and extensions thereofapply proceeds of Collateral; provided, howeverthat if and to the extent the Intercreditor Agreement is amended, if supplemented or modified at any time from time to time and such amendment, supplement or modification could reasonably be expected to have any adverse effect on the Lessor Pledgor's rights, duties or obligations hereunder or under any other Financing Document, such lease amendment, supplement or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor modification shall not be effective unless as to the owner Pledgor without the Pledgor's prior written acknowledgment (which acknowledgment shall not be unreasonably conditioned, withheld or holder delayed) that such amendment, modification or supplement shall be effective for purposes of this Agreement and the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of each of the Secured Parties hereby acknowledges and agrees that the Pledgor shall not have any duty and obligation with respect to the perfection or priority of the security interest granted hereunder in and to any of the Collateral (and no Default or Event of Default shall result or occur) to the extent (a) such mortgageCollateral is in the possession or control of the OPNY Administrative Agent, deed (b) such Collateral is not transferred by the OPNY Administrative Agent to the OPMW Administrative Agent as required pursuant to the Intercreditor Agreement, (c) such perfection or priority requires any consent, approval or other action of trust the OPNY Administrative Agent, or (d) the Lessor under OPNY Administrative Agent then maintains a perfected, first priority security interest in and to Collateral and (iii) no obligations contained in this Agreement shall require the Pledgor to take or omit to take any such leasehold estate shall execute action inconsistent with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for of the then unexpired term hereof in OPNY Deposit Account Agreement and/or the event Holdco Deposit Account Agreement and no Default or Event of termination Default shall arise or result from the taking or omitting of such leasehold estate or upon the foreclosure action. [Remainder of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.page intentionally left blank]

Subordination. This Lease is subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; and Lessee provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that 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. Tenant agrees, within ten (10) days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this LeaseLease to any such mortgages, deed of trust, or leasehold estates (hereinafter, an "SNDA"). If Tenant fails to timely deliver an executed SNDA to Landlord pursuant to the terms of this Section 17, then it would be impracticable or extremely difficult to fix Landlord's actual damages; providedconsequently, howeverwithout limiting any other rights or remedies of Landlord, Landlord shall have the right to charge Tenant an amount equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Tenant delivers to Landlord an SNDA pursuant to the terms hereof. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Lease is shall be subject and subordinate at all times to the lien of all ground or underlying leases, mortgages and trust deeds of trust which in any amount or amounts whatsoever now affect or hereafter placed on or against the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements on 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; and Lessee agrees, within ten (10) days after the against Lessor's written request to executeinterest or estate therein, acknowledge and deliver upon request any and all documents and without the necessity of having further instruments requested by Lessor to assure executed on the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment part of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof to effectuate such subordination; provided that in the event of termination of such leasehold estate or upon the a foreclosure of any such mortgage or trust deed or any other action or proceeding for the enforcement thereof, or of trustany sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee hereunder be disturbed if Lessee is not then in default. Notwithstanding anything there shall exist no Event of Default with respect to the contrary set forth in this paragraph, payment of rent or any other Event of Default hereunder. Lessee hereby attorns and agrees to shall attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises purchaser at any such foreclosure, sale or other action or proceeding or pursuant or, if requested, enter into a new lease for the balance of the Term then remaining upon the same terms and provisions as are in this Lease contained. Lessee agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease to the exercise lien of any other rightssuch mortgages or trust deeds as may be required by Lessor. Notwithstanding the foregoing, powers Lessee shall from time to time on request from Lessor execute and deliver any documents or remedies under instruments that may be required by any lender to effectuate such mortgage subordination. If Lessee fails to execute and deliver any documents or deeds of trust or ground or underlying leases instruments, Lessee irrevocably constitutes and appoints Lessor as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right attorney in fact to quiet possession of execute and deliver such documents or instruments BROKERAGE FEES, COMMISSIONS: Lessee represents that Lessee was not shown the Leased Premises shall by any real estate broker or agent and that Lessee has not be disturbed if Lessee is not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of connection with this Lease, unless . Lessee agrees to defend and hold harmless Lessor in the event a claim for a broker's fee is made in connection with this Lease is otherwise terminated pursuant to its termstransaction.

Subordination. This Tenant covenants and agrees with Landlord to subordinate Tenant's rights and interests under this Lease is subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds deed of trust and/or security agreement which may now affect or hereafter encumber the Leased Premises Building or the Land or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedthereof provided the holder thereof delivers to Tenant a non-disturbance agreement reasonably acceptable to Tenant. In confirmation of such subordination, however, if at Landlord's request Tenant shall execute promptly any appropriate certificate or subordination agreement or instrument that Landlord may reasonably request. In the Lessor event of the enforcement by the trustee, the beneficiary or the secured party under any such lease or the holders of any such mortgage or mortgage, deed of trust shall advise Lessor that they desire or require this Lease security agreement of the remedies provided for by law or by such mortgage, deed of trust or security agreement, subject to be prior and superior theretothe terms of any non-disturbance agreement or subordination agreements executed by Tenant, Tenant, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver the any and all documents person or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 party succeeding to the time or character interest of Landlord as a result of such advances together with enforcement, will automatically become the Tenant of such successor in interest thereon and subject to all without any change in the terms and or other provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor successor in interest shall not be effective unless bound by (a) any payment of Rent for more than one month in advance except prepayments in the owner nature of security for the performance by Tenant of its obligations under this Lease, or holder (b) any amendment or modification of any this Lease made without the written consent of such mortgageground lessor or such successor in interest; and further provided that such successor in interest shall assume and perform the duties and obligations of Landlord under the Lease from and after the date Landlord's interest is so acquired, deed subject to and without increasing the limitations of trust Landlord's Personal Liability set forth in Section 20 of this Lease. Upon request by such successor in interest, whether before or after the Lessor under any such leasehold estate enforcement of its remedies, Tenant shall execute with Lessee a non-disturbance and deliver an instrument or instruments reasonably acceptable to Tenant confirming and evidencing such attornment agreement under which herein set forth, and deliver such owner, holder instruments or Lessor shall agree certificates within fifteen (15) days after being requested by Landlord to accept the attornment of Lessee upon the terms and conditions do so. Notwithstanding anything contained in this Lease for to the then unexpired term hereof contrary, in the event of termination any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such leasehold estate default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or upon ground lease and the foreclosure holder(s) of any such mortgage or deed of trusttrust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, if Lessee and (b) said lessor and holder(s) fail to cure or cause to be cured said default within thirty (30) days from the receipt of such notice from Tenant. This Lease is not then further subject to and subordinate to all matters of record in defaultXxxxxx County, Texas. The terms of any subordination and attornment agreement executed by Tenant with any lienholder shall supercede and control over the provisions of this Section 15 as to such matters between Tenant and such lienholder. Notwithstanding anything to the contrary set forth in this paragraphabove, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises beneficiary under any deed of trust may at any sale time subordinate its deed of trust to this Lease in whole or other proceeding or pursuant in part, without any need to obtain Tenant's consent, by execution of a written document subordinating such deed of trust to the exercise of any other rights, powers or remedies under Lease to the extent set forth in such mortgage or deeds document and thereupon the Lease shall be deemed prior to such deed of trust or ground or underlying leases to the extent set forth in such document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such document, such deed of trust shall have the same rights with respect to this Lease as would have existed if such person, firm or corporation this Lease had been named as Lessor herein; it being intended hereby that Lessee's right executed, and a memorandum thereof, recorded prior to quiet possession the execution, delivery and recording of the Leased Premises deed of trust. Notwithstanding the foregoing, Tenant shall not be disturbed if Lessee in its rights to use, occupy and possess the Lease Premises pursuant to the terms and conditions of this Lease so long as Tenant is not in default and so long as Lessee shall pay the rent and observe and perform all hereunder. Upon acquisition of the provisions Land, Landlord shall provide to Tenant a commercially reasonable Non-disturbance agreement in a form reasonably acceptable to Tenant in favor of Tenant from any lien holder(s) or any mortgage holder(s), now in existence against the Leased Premises, and as to all advances made or hereafter to be made thereon. If at any time during the term of this LeaseLease any new or additional lien or mortgage is imposed on the Complex, unless this Lease is otherwise terminated pursuant then contemporaneously with the creation of such lien or mortgage, Landlord shall provide to its termsTenant a commercially reasonable non-disturbance agreement in a form reasonably acceptable to Tenant in favor of Tenant from such lien holder(s) or mortgage holder(s). Each non-disturbance agreement shall be in recordable form and may be recorded at Tenant's election and expense.

Subordination. This Lease For purposes of this Debenture and specifically this Section 2 hereof, the term "SUPERIOR BANK INDEBTEDNESS" shall be defined as follows: The principal of, and accrued and unpaid interest on (a) indebtedness of the Company incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust company organized under the laws 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, evidenced by notes, lease-purchase agreements, purchase contracts or agreements, or similar instruments for the payment of which the Company is subject and subordinate to all ground responsible or underlying leasesliable, mortgages and deeds by guarantees or otherwise; (d) obligations of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if Company incurred in the Lessor ordinary course of business under any such agreement to lease, or lease 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 holders benefit of the Company which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (e) any modification, renewal, extension or refunding of any such mortgage indebtedness, guarantee or deed of trust shall advise Lessor that they desire obligation; in every case, whether such indebtedness, guarantee or require this Lease to be prior and superior theretoobligation, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessormodification, holder renewal, extension or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements or extensions refunding thereof, for was outstanding on the full amount date of all advances made execution of this Debenture or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to be made thereunder and without regard which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee Debenture. The Company agrees, within ten (10) days after and the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested Holder of the Debenture issued hereunder by Lessor to assure the subordination of this Lease; provided, howeverits acceptance thereof likewise agrees, that the foregoing provisions with respect Debenture shall be issued subject to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this LeaseSection 2, unless each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. This Xxxxxxxxx issued hereunder shall, to the extent and in the manner hereinafter set forth, be 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, the rights of the Holder shall be appropriately subrogated to the rights of the holders of Superior Bank Indebtedness to receive payments or distributions of cash, property or securities of the Company to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and Interest on the Debenture shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Superior Bank Indebtedness of any cash, property or securities to which the Holder of the Debenture would be entitled except for the provisions of this Lease Section 2. It is otherwise terminated pursuant to its termsunderstood that the provisions of this Section 2 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of the Superior Bank Indebtedness, on the other hand.

Subordination. This Lease is and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any mortgage, now existing or hereafter created on or against the Project or the Premises, and all ground or underlying leasesamendments, mortgages and deeds of trust which now affect the Leased Premises and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, howeverwithout the necessity of any further instrument or act on the part of Tenant. Tenant agrees, if at the Lessor under election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees within fifteen (15) days of Landlord's demand for same to execute, acknowledge and deliver such instruments, confirming such subordination and such commercially reasonable instruments of attornment as shall be reasonably requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the "holder" of a mortgage shall be deemed to include the beneficiary under a deed of trust. There is currently a loan from ProLogis Trust ("Lender") which is secured by the Building. Landlord agrees that it will, no later April 1, 2000, obtain a non-disturbance agreement from Lender in the form attached hereto as Exhibit B. Tenant shall not be obligated to subordinate the Lease or its interest therein to any future mortgage, deed of trust or ground lease or on the holders Project unless concurrently with such subordination the holder of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease the ground lessor under such ground lease agrees not to be prior and superior thereto, upon written request disturb Tenant's possession of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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 under the terms and provisions thereof; and Lessee agrees, within ten (10) days after of the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event such holder or ground lessor acquires title to the Premises through foreclosure, deed in lieu of termination foreclosure or otherwise. Tenant shall be solely responsible for any fees or expenses charged by the holder of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then trust in default. Notwithstanding anything to connection with the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise granting of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsnon-disturbance agreement.

Subordination. Landlord agrees to use commercially reasonable efforts to obtain a commercially reasonable nondisturbance agreement in favor of Tenant from the current lender of the Project. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Lessor Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor Landlord or such Lessorlessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions Initials: /s/ KM -------- -18- /s/ VC -------- 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 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 written subordination, non-disturbance and Lessee attornment agreement in favor of Tenant to the effect that 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. Tenant agrees, within ten (10) days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate shall 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 with Lessee a non-disturbance and attornment agreement such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for 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 time after receipt of such notice within which to cure any such default. Tenant waives the then unexpired term hereof 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 Tenant hereunder in the event of termination of such leasehold estate or upon the any foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssale.

Subordination. This Subject to the terms and conditions of this Article, this Lease is subject and subordinate to all ground any mortgage or underlying leases, mortgages and deeds deed of trust which that may now affect or hereafter encumber the Leased Premises Project, and to all renewals, modifications, consolidations, replacements replacements, and extensions thereof; provided. In addition, howeversubject to the terms and conditions of this Article 17, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that any such ground lessor, beneficiary or mortgagee agrees in its subordination, non-disturbance and Lessee agreesattornment agreement reasonably acceptable to Tenant ("SNDA") not to disturb Tenant as long as no Event of Default is continuing under this Lease and to recognize all of Tenant's rights under this Lease. Subject to the foregoing, the SNDA shall provide, without limitation, that such ground lessor, beneficiary or mortgagee shall not (i) be bound by any payment of rent or additional rent for more than one (1) month in advance, except advance rental payments expressly provided in this Lease; (ii) any modification to this Lease made without the written consent of such mortgagee or beneficiary or such successor-in-interest; (iii) be liable for any act or omission of Landlord; or (iv) be subject to any offset or defense arising prior to the date such ground lessor terminates Landlord's leasehold estate or such mortgagee or beneficiary acquires title to the Project as applicable. Tenant agrees to execute and deliver to Landlord the SNDA from Landlord's ground lessor, beneficiary or mortgagee within ten fifteen (1015) days after receipt thereof from Landlord. If any such mortgagee or beneficiary elects to make this Lease superior to such mortgage or deed of trust, Tenant shall, within fifteen (15) days after Landlord's request, execute any certificate or instrument in reasonable form confirming the Lessor's written request same. In the event of the enforcement by the mortgagee or beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, at the option of any person or party succeeding to executethe interest of Landlord as a result of such enforcement, acknowledge attorn to and deliver upon request any and all documents and instruments requested by Lessor to assure automatically become the subordination Tenant of such successor-in-interest without change in the terms or other provisions of this Lease; provided, however, that the foregoing provisions with respect to such election successor-in-interest shall recognize all of subordination by Lessor Tenant's rights under this Lease, and shall not be effective unless bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except advance rental payments expressly provided for in this Lease; (b) any modification to this Lease made without the owner written consent of such mortgagee or holder beneficiary or such successor-in-interest; (c) liable for any act or omission of Landlord; or (d) subject to any offset or defense arising prior to the date such mortgagesuccessor-in-interest acquired title to the Project or Building. Upon request by any mortgagee or beneficiary, deed of trust or the Lessor under any such leasehold estate Tenant shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder deliver an instrument or Lessor shall agree to accept instruments confirming the attornment of Lessee upon the terms and conditions contained in this Lease provided for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and shall be subject, subordinate and postponed to all ground or underlying leasesmortgages, mortgages including any debentures and any deeds of trust and mortgages securing bonds and all indentures supplemental thereto (herein collectively called the "Mortgages") which may now affect or hereafter charge the Leased Land, the Building or the Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; providedof the Mortgages, howeverto the intent that, if the Lessor under any such lease or the holders without execution of any such mortgage or deed of trust shall advise Lessor that they desire or require document other than this Lease to be prior and superior theretoLease, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any the Mortgages and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements and extensions thereof shall have priority over this Lease notwithstanding the respective dates of execution or extensions registration thereof. Without limiting the generality of the foregoing, the Tenant agrees to execute promptly any document in confirmation of such subordination, postponement and priority which the Landlord may request and the Tenant hereby irrevocably constitutes and appoints the Landlord the agent and attorney of the Tenant for the full amount purpose of all advances made or executing any such document and of making application in the name of the Tenant at any time and from time to be made thereunder and without regard time to the time or character of such advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination register postponements of this Lease; providedLease in favour of any of the Mortgages or any renewal, howevermodification, that consolidation, replacement or extension of any of the Mortgages in order to give effect to the foregoing provisions with respect of this paragraph. Provided however, the subordination and postponement of this Lease to such election any of subordination by Lessor the Mortgages shall not be effective with respect to a specific Mortgage unless and until the owner or holder Landlord's Mortgagee holding such Mortgage shall confirm in writing to the Tenant that the Tenant shall have the right, if not in default under this Lease, to remain in possession of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute Premises in accordance with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in of this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything Landlord's Mortgagee obtains title to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm Premises by way of foreclosure or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsotherwise.

Subordination. This Lease The indebtedness evidenced by this Subordinated Revolving Note is subject subordinated to the prior payment in full of all of the Borrower’s obligations under the TAA. The subordination provisions contained herein are for the direct benefit of, and subordinate may be enforced by, the Agent and the Investors and/or any of their assignees (collectively, the Senior Claimants) under the TAA. Until the Collection Date, the Lender shall not demand, accelerate, xxx for, take, receive or accept from the Borrower, 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 Subordinated Revolving Note or exercise any remedies or take any action or proceeding to all ground or underlying leasesenforce the same. The Lender hereby agrees that it will not institute against the Borrower any proceeding of the type constituting an Event of Bankruptcy unless and until the date that is one year and one day after the Collection Date has occurred. Nothing in this paragraph shall restrict the Borrower from paying, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of Lender from requesting, any such mortgage or deed of trust shall advise Lessor that they desire or require payments under this Lease Subordinated Revolving Note so long as (i) the Borrower is not required under the TAA to set aside the funds proposed to be prior and superior theretoused for such payments for the benefit of, upon written request or otherwise pay over such funds to, any of Lessor to Lesseethe Senior Claimants, Lessee agrees to promptly execute, acknowledge and deliver any and all documents (ii) no Termination Event or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor Potential Termination Event shall have occurred and then be continuing under the right to cause this Lease to TAA and no Collection Agent Default shall have occurred and then be continuing under the TAA and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering (iii) the Leased 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 making of such advances together with interest thereon and subject to all payment would not otherwise violate the terms and provisions thereof; and Lessee agrees, within ten (10) days after of either the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust Purchase Agreement or the Lessor under TAA. Should any payment, distribution or security or proceeds thereof be received by the Lender in violation of the immediately preceding sentence, the Lender agrees that such leasehold estate payment shall execute with Lessee a non-disturbance be segregated, received and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained held in this Lease trust for the then unexpired term hereof in benefit of, and deemed to be the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustproperty of, if Lessee is not then in default. Notwithstanding anything and shall be immediately paid over and delivered to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring Agent for the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession benefit of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsSenior Claimants.

Subordination. This Lease The indebtedness evidenced by this ARSC Subordinated Note is subject subordinated to the prior payment in full of all of ARSC's recourse obligations under the Transfer and subordinate to Servicing Agreement. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, ARSC's successors and assigns and/or any of their respective assignees (collectively, the "Senior Claimants") under the Transfer and Servicing Agreement. Until the date after the Final Payout Date on which all ground or underlying leases, mortgages advances outstanding under the Transfer and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any Servicing Agreement have been repaid in full and all documents other obligations of ARSC thereunder (all such obligations, collectively, the "Senior Claims") have been indefeasibly paid and satisfied in full, CMSC shall not demand, accelerate, xxx for, take, receive or instruments which Lessor accept from ARSC, directly or such Lessorindirectly, holder in cash or holders deem necessary other property or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased Premises by set-off or any renewalsother manner (including without limitation from or by way of collateral) any payment or security of all or any of the indebtedness under this ARSC Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; PROVIDED, modificationsHOWEVER, consolidationsthat (i) CMSC hereby agrees that it will not institute against ARSC 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 ARSC from paying, replacements or extensions thereofCMSC from requesting, any payments under this ARSC Subordinated Note so long as ARSC is not required under the Transfer and Servicing Agreement to set aside the funds used for such payments for the full amount benefit of, or otherwise pay over to, any of all advances made or to be made thereunder the Senior Claimants; and without regard to PROVIDED, FURTHER, that the time or character making of such advances together with interest thereon and subject to all payment would not otherwise violate the terms and provisions thereof; of the Transfer and Lessee agreesServicing Agreement. Should any payment, within ten (10) days after distribution or security or proceeds thereof be received by CMSC in violation of the Lessor's written request to executeimmediately preceding sentence, acknowledge CMSC agrees that such payment shall be segregated, received and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of held in trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in benefit of, and deemed to be the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trustproperty of, if Lessee is not then in default. Notwithstanding anything and shall be immediately paid over and delivered to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring Indenture Trustee for the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession benefit of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsSenior Claimants.

Subordination. This Lease is subject and all rights of Tenant under this Lease are subordinate to all any of the following, and any modifications thereof, which may now or hereafter affect any portion of the Building: any Mortgage, or any ground or underlying leaseslease covering any part of the Building. On sale by foreclosure of a Mortgage or sale in lieu of foreclosure, mortgages Tenant will attorn to the purchaser if requested by such purchaser, and deeds of trust which now affect recognize the Leased Premises purchaser as the Landlord under this Lease, provided that such purchaser recognizes this Lease. These provisions are self- operative and no further instrument is required to all renewals, modifications, consolidations, replacements and extensions thereofeffect them; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust upon demand from time to time, Tenant shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver to Landlord any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have proper to evidence such subordination and/or attornment or, if Landlord so elects, to render any of the right foregoing subordinate to cause this Lease to be and become and remain subject and subordinate or to any and or all ground rights of Tenant hereunder. Tenant further waives the provisions of any current or underlying leasesfuture statute, mortgages rule or deeds of trust law which may hereafter be executed covering give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Leased Premises obligations of Tenant hereunder in the event of any such foreclosure proceeding or any renewalssale, 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of agrees that this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor Lease shall not be effective affected in any way whatsoever by any such proceeding or sale unless the owner Mortgagee, or the purchaser, shall declare otherwise. Notwithstanding the foregoing, Tenant shall not be required to subordinate its interest under this Lease unless (a) such subordination does not materially increase Tenant's obligations, or materially decrease its rights under this Lease, and (b) Landlord first obtains from the holder of any such the mortgage, deed of trust trust, or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under other instrument of security to which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases become subordinated a written agreement that provides substantially that as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of Tenant performs its obligations under this Lease, unless this Lease is otherwise terminated pursuant to its termsno foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall affect Tenant's rights hereunder.

Subordination. This Lease is subject The indebtedness of the Company evidenced by this Agreement and subordinate the Notes, including the principal and interest, shall be subordinated and junior in right of payment to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of the Senior Indebtedness. In the event that any such mortgage default occurs in the payment of principal, interest, or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior theretopremium, upon written request of Lessor to Lesseeif any, Lessee agrees to promptly executeon any Senior Indebtedness and, acknowledge and deliver any and all documents or instruments which Lessor or such Lessoras a result thereof, holder or holders deem necessary or desirable for purposes thereof. Lessor (i) a judicial proceeding 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions been instituted with respect to such election defaulted payment or (ii) the Holders of subordination the Senior Indebtedness can accelerate the Senior Indebtedness and such default is continuing, then no payment shall be made by Lessor the Company to the Holders on account of the principal or interest, if any, on the Notes. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or any liquidation or winding up of, or relating to, the Company, whether voluntary or involuntary, all Senior Indebtedness shall not be effective unless entitled to be paid in full before any payment shall be made on account of the owner or holder Notes. In the event of any such mortgageproceedings, deed after payment in full of trust all sums owing on the Senior Indebtedness, the Holders of the Notes shall be entitled to be paid from the remaining assets of the Company the unpaid principal and interest, if any, on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Lessor under Company ranking junior to the Notes. Subject to the payment in full of the Senior Indebtedness, the Holders of the Notes shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payment or distributions of cash, property or other securities of the Company applicable to the Senior Indebtedness until all amounts on the Notes have been paid in full. The indebtedness of the Company evidenced by this Agreement and the Notes, including the principal and interest, shall be senior in right of payment to any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such ownerTRUPS Obligations, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof unless otherwise expressly provided in the event of termination of instrument creating or evidencing such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in defaultTRUPS Obligation. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the The provisions of this Leaseparagraph are intended solely for the purpose of defining the relative rights of the Holders of the Notes, unless this Lease on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing herein shall impair the obligation of the Company, which is otherwise terminated pursuant absolute and unconditional, to its termspay the principal and interest on the Notes.

Subordination. This Lease is Lease, Xxxxxx’s interest hereunder and Xxxxxx’s leasehold interest in and to the Demised Premises are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and subordinate all other respects to all ground any mortgage or underlying leasesmortgages now or hereafter in force and effect upon or encumbering Landlord’s interest in the Demised Premises, mortgages and deeds of trust which now affect the Leased Premises or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord’s rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, modificationsconsolidations and replacements of, consolidationsand all amendments and supplements to any such mortgage, replacements mortgages or assignments, and extensions thereofupon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Lease, Xxxxxx’s interest hereunder and Xxxxxx’s leasehold interest in and to the Demised Premises irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments; provided, however, if such subordination shall be upon the Lessor under any such lease or express condition that the holders validity of this Lease shall be recognized by the holder of any such mortgage or deed assignment, and that, notwithstanding any default by Landlord with respect to such mortgage or assignment, Xxxxxx’s possession and right of trust shall advise Lessor that they desire or require use under this Lease in and to the Demised Premises shall not be prior disturbed by such mortgagee or ground lessor unless and superior thereto, upon written request until Xxxxxx shall commit an Event of Lessor Default hereunder and this Lease or Xxxxxx’s right to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor possession hereunder shall have been terminated in accordance with 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease. The foregoing subordination provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant; provided, however, that the foregoing provisions with respect Landlord shall be required to such election cause a written agreement of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a and non-disturbance in a form reasonably acceptable to Tenant, Landlord, and attornment agreement under which such owner, holder or Lessor shall agree Xxxxxxxx’s lender to accept be executed and recorded concurrently with the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure recordation of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything Mortgage (“SNDA”) and Landlord’s failure to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies do so shall be a default under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Subject to the terms of this Agreement, the Lease is and all rights of Lessee thereunder are hereby made, and shall at all times continue to be, subject and subordinate in each and every respect to the Mortgage and all ground other instruments of security for the Loan which do now or underlying leasesmay hereafter cover the Property or any interest of Lessor therein, mortgages and deeds of trust which now affect the Leased Premises and to any and all advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements extensions and/or consolidations thereof (collectively called the "Prior Encumbrances"). This provision is acknowledged by Lessee to be self-operative and extensions thereof; providedno further instrument shall be required to effect such subordination of the Lease. Lessee shall, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's of written request to demand at any time or times execute, acknowledge and deliver upon request to Mortgagee any and all documents instruments and instruments requested by Lessor certificates that in Mortgagee's reasonable judgment may be necessary or proper to assure confirm or evidence such subordination. However, notwithstanding the generality of the foregoing provisions of this paragraph, Lessee agrees that, upon written notice to Lessee, Mortgagee shall have the right at any time to subordinate any such Prior Encumbrances to the Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon Mortgagee giving Lessee the written notice referred to in the preceding sentence, the subordination of this such Prior Encumbrances to the Lease shall be self-operative and no further instrument shall be required to effectuate such subordination of such Prior Encumbrances to the Lease. The Lessee shall, however, within ten (10) days of written demand, at any time or times, execute, acknowledge and deliver to Mortgagee any and all instruments and certificates that in Mortgagee's reasonable judgment may be necessary or proper to confirm or further evidence such subordination. This Agreement shall not be deemed or construed as limiting or restricting the enforcement by Mortgagee of any of the terms, covenants, provisions or remedies of any of the Prior Encumbrances, including, without limitation, the Mortgage, whether or not consistent with the Lease; provided, however, that the foregoing provisions with respect to such election subordination of subordination by Lessor the Lease in this Paragraph 1 shall not be effective unless the owner or holder of affect in any such mortgage, deed of trust or the Lessor under manner any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment rights of Lessee upon the terms and conditions contained in under this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsAgreement.

Subordination. (a) This Lease is subject Lease, and any Option or right of first refusal granted hereby, at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all ground or underlying leases, mortgages and deeds of trust which now affect advances made on the Leased Premises security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraphsuch subordination, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as s Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Leas and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the data of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents reasonably required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be, Lessee's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Lessee hereunder or, at Lessor's option, Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with this paragraph 30(b).

Subordination. This Lease is subject Except as otherwise provided in a prospectus supplement, subordinated debt securities will be unsecured and subordinate will be subordinated in right of payment to the prior payment in full of all ground or underlying leasesof our secured and senior indebtedness, mortgages and deeds of trust which now affect as more fully described in the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverapplicable prospectus supplement. Notwithstanding the foregoing, if a deposit is made in accordance with the Lessor under terms of the indenture with respect to any such lease or debt securities (and provided all other conditions set out in the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor indenture 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 hereafter be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions been satisfied with respect to such election debt securities), then, when the 90th day after such deposit has ended, no money obligations so deposited, and no proceeds thereon, will be subject to any rights of subordination by Lessor shall not be effective unless holders of senior indebtedness, including any rights of subordination. Under the owner indenture, senior indebtedness means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or holder after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness, whether any such indebtedness exists as of the date of the indenture or is created, incurred or assumed after such date: • all obligations for borrowed money; • all obligations evidenced by debentures, debt securities or other similar instruments; • all obligations associated with derivative products, including but not limited to, securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments; • all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto); • all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; • all indebtedness of others guaranteed by us or any of our subsidiaries or for which we or any of our subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others); • indebtedness secured by any mortgage, deed pledge, lien, charge, encumbrance or any security interest existing on property owned by the Company but excluding any obligations of trust the Company which are required (as opposed to elected) to be treated as finance leases under generally accepted accounting principles; • purchase money and similar obligations; and • any renewals, extensions, refundings or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure replacements of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsforegoing.

Subordination. This Lease is subject and subordinate to all present and future ground or underlying leases, leases of the Real Property and to the lien of any mortgages and or deeds of trust which trust, now affect or hereafter in force against the Leased Premises Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, however, if the Lessor under any such lease or unless the holders of any such mortgage mortgages or deed of trust shall advise Lessor that they desire trust, or require this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or the lessors under such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground lease or underlying leases, mortgages or deeds of trust which may hereafter require in writing that this Lease be executed covering the Leased 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Leasesuperior thereto; provided, however, that the foregoing provisions with respect subordination of this Lease to any mortgage or deed of trust or any ground or underlying lease is subject to Tenant's receipt of a commercially reasonable non-disturbance agreement from the holder of such election mortgage or deed of subordination by Lessor shall not be effective unless trust or such ground or underlying lease. Tenant covenants and agrees in the owner or holder event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease, provided that such purchaser or lessor agrees that Tenant's use and possession of the Premises pursuant to the terms of this Lease shall not be disturbed so long as there is no continuing Event of Default. Tenant shall, within fifteen (15) Business Days of request by Landlord, execute such further instruments or 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. So long as Tenant's right to quiet enjoyment of the Premises is not disturbed, Tenant waives the 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord shall provide to Tenant a commercially reasonable non-disturbance agreement from the holder of the existing deed of trust or on the Lessor under any Real Property prior to execution of this Lease by both parties hereto, provided that Tenant executes such leasehold estate shall execute with Lessee a subordination, non-disturbance and attornment agreement under which ("SNDA") as may be required by such owner, holder or Lessor shall agree lender in form reasonably acceptable to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termsTenant.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any mortgagee or ground lessor shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease and shall have the right at any time to subordinate its mortgage, deed of trust, ground lease or other lien to this Lease; provided, however, if the Lessor under any such notwithstanding that this Lease may be (or may become) superior to a mortgage, deed of trust, ground lease or other lien, the holders of any mortgagee shall not be liable for prepaid rentals, security deposits (unless delivered to such mortgage or mortgagee, deed of trust beneficiary or ground lessor) and claims accruing during Landlord's ownership (unless the circumstances giving rise to such claims continue after such entity succeeds to Landlord's interest); and further provided that the provisions of a mortgage, deed of trust, ground lease or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to or destruction of the Premises shall advise Lessor that they desire or require this Lease to be prior and superior theretoto any contrary provisions contained in this Lease with respect to the payment or usage thereof (but if such proceeds are not allocated for repairs as otherwise provided in this Lease, and Landlord does not otherwise fund the cost of such repairs, Tenant may terminate this Lease). Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust, ground lease or other lien hereafter placed upon the Premises; provided, however, that (i) within ten (10) business days' written request of Lessor Landlord to LesseeTenant, Lessee Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Lessor Landlord or such Lessor, holder or holders deem necessary or desirable for purposes thereof; and (ii) 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. Lessor Subject to the foregoing, (a) 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 hereafter be executed covering the Leased Premises Premises, the Project 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 advances, together with interest thereon and subject to all the terms and provisions thereof; thereof and Lessee (b) Tenant agrees, within ten (10) business days after the LessorLandlord's written request therefor, to execute, acknowledge and deliver upon request any and all commercially reasonable documents and or instruments requested by Lessor Landlord or necessary or proper to assure the subordination of this Lease; providedLease to any such mortgages, howeverdeed of trust, or leasehold estates. Tenant agrees that in the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless event any proceedings are brought for the owner or holder foreclosure of any such mortgage, mortgage or deed of trust or any deed in lieu thereof, to attorn to the Lessor under purchaser or any successors thereto upon any such leasehold estate 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 ten (10) business 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 any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant. Tenant waives the 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Concurrently with their execution and delivery this Lease, Landlord, Tenant and any lender under a mortgage or deed of trust which may affect the Real Property as of the Commencement Date shall execute with Lessee and deliver a subordination, non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree as a condition to accept the attornment subordination of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of such leasehold estate or upon the foreclosure of to any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.EXHIBIT "I"

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now affect the Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Lessor under any such lease or the holders of any such mortgage or deed of trust shall advise Lessor that they desire or require Tenant accepts this Lease to be prior and superior thereto, upon written request of Lessor to Lessee, Lessee agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Lessor or such Lessor, holder or holders deem necessary or desirable for purposes thereof. Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all mortgage(s), deed(s) of trust, ground lease(s) or underlying leasesother lien(s) now or subsequently arising upon the Premises, mortgages the Building, the Facility or deeds of trust which may hereafter be executed covering the Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or Property (collectively referred 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; and Lessee agrees, within ten (10) days after the Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Leaseas a “Mortgage”); provided, however, that the foregoing provisions with respect to such election of subordination by Lessor this Lease shall not be effective subordinate to any Mortgage first arising after the date of this Lease, unless and until Landlord provides Tenant with an agreement from the owner holder of the Mortgage (the “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. This clause shall be self-operative, but no later than ten (10) business days after written request from Landlord or any holder of a Mortgage (each, a “Mortgagee” and collectively, “Mortgagees”), Tenant shall execute a commercially reasonable subordination agreement so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder and so long as such agreement include the provisions commonly contained in a Non-Disturbance Agreement. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. No later than ten (10) business days after written request by Landlord or any Mortgagee, Tenant shall, without charge, attorn to any successor to Landlord’s interest in this Lease. Tenant hereby waives its rights under any current or future 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 mortgage, deed of trust foreclosure proceeding or the Lessor under sale. Should Tenant fail to sign and return any such leasehold estate documents within said ten (10) business day period, and Tenant again fails to sign and deliver any such statement or instrument within five (5) business days after Tenant’s receipt of written notice that Tenant failed to deliver such statement or instrument within the foregoing ten (10) business day period, Tenant shall execute with Lessee be in Default hereunder. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to provide a commercially reasonable subordination, non-disturbance and attornment agreement under which such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in benefit of Tenant from the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, if Lessee is not then in default. Notwithstanding anything to the contrary set forth in this paragraph, Lessee hereby attorns and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession current Mortgagee of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay Property within ninety (90) days following the rent and observe and perform all of the provisions mutual execution of this Lease, unless this Lease is otherwise terminated pursuant to its terms.