Common use of Effect of Subordination Clause in Contracts

Effect of Subordination. This Lease, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any Holder shall elect to have this Lease prior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease is dated prior or subsequent to the date of said Mortgage or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in Section 26 below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new ownerSecurity Deposit.

Effect of Subordination. This Lease, and any Option (as defined below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of titletitle unless such act or omission constitutes a default by the Landlord under the Lease, the default continues to exist after the new owner acquires title to the Premises, the default can be cured by the new owner after it acquires title to the Premises and the new owner is given the opportunity, after written notice of default from Tenant, to cure the default in accordance with section 16.3, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, upon Landlord’s written election, and any Option (as defined in Section 26 below) granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgagee or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new ownerSecurity Deposit.

Effect of Subordination. This Lease, upon Landlord’s written electionand any Option (as defined in Section 26 below) granted hereby, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee, ground lessor or purchaser at foreclosure, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee, ground lessor or purchaser at foreclosure shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall conclusively be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. Landlord represents to Tenant that, as of the date hereof, no mortgage encumbers the Property. This Lease, and any option granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If the mortgagee or holder of any Holder such Mortgage (a “Holder”) shall elect to have this Lease prior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease is dated prior or subsequent to the date of said Mortgage or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) executed by the Holder for the benefit of Tenant an agreement from any future mortgagee benefit, on its the Holder’s standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgageethe Holder’s reasonable and customary exceptions and qualifications, the mortgagee Holder will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord landlord, or to any amendments to this Lease prior to such foreclosure, or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner. Tenant will arrange for the recording of the SNDA in the appropriate registry of deeds.

Effect of Subordination. This Lease, and any Option (as defined in Section 27 below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed so long as no Event of Default by Tenant then exists and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as set forth in Exhibit D hereto) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Office Park and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity; provided that such subordination and attornment shall be conditioned upon said mortgagee, trustee of ground lessor entering into a subordination, non-disturbance and attornment agreement ("SNDA") with Tenant in a commercially reasonable form. Landlord shall use best efforts to obtain an SNDA from the present mortgagee at the time of execution of this Lease by Landlord. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, provided said mortgagee, trustee or ground lessor shall enter into a subordination, non-disturbance and attornment agreement in a commercially reasonable 45 form of agreement provided by said entity, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in section 27 below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so Long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (dc) be liable to Tenant for the return of its security deposit. At deposit unless the request of any such new ownersecurity deposit has been transferred to the mortgagee, Tenant shall attorn to such new ownertrustee or ground lessee.

Effect of Subordination. This Lease, and any Option (as defined in Section 26 below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, upon Landlord’s written election, and any Option (as defined in Section 26 below) granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in section 27 below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. Landlord shall use commercially reasonable efforts to obtain a commercially reasonable subordination and nondisturbance and attornment agreement effecting the terms hereof from any mortgagee, trustee or ground lessor. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Option granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in Section 26 below) granted hereby, upon Landlord’s 's written election, shall be subject Subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default BEYOND THE EXPIRATION OF ANY APPLICABLE NOTICE AND CURE PERIOD and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security depositSecurity Deposit. At the request of any such new ownerIN THE EVENT THAT THE PROJECT SHALL BECOME SUBJECT TO ANY LIEN OF ANY GROUND LEASE, Tenant shall attorn to such new ownerMORTGAGE, DEED OF TRUST OR ANY OTHER HYPOTHECATION OR SECURITY AFTER THE COMMENCEMENT DATE, LANDLORD SHALL USE REASONABLE EFFORTS TO OBTAIN A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ON BEHALF OF TENANT.

Effect of Subordination. Landlord represents to Tenant that the Premises are not currently subject to any ground lease, or to the lien of any mortgage or deed of trust. This Lease, and any Option (as defined below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. The subordination of this Lease to any future ground lease or to the lien of any mortgage or deed of trust shall be subject to Tenant’s receipt of a commercially reasonable subordination, non-disturbance and attornment agreement in favor of Tenant providing that Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At , except to the request of any such new owner, Tenant shall attorn to such new ownerextent actually received.

Effect of Subordination. This Lease, and any Option (as defined below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, trust or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in material default of this Lease beyond any applicable notice and cure period, and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, except that the new owner shall cure any default of Landlord that is continuing as of the date of the foreclosure within [*] from the date Tenant delivers written notice to the new owner of such continuing default, unless such default is of such a nature to reasonably require more than [*] to cure and then the new owner shall be permitted such additional time as is reasonably necessary to effect such cure, provided such new owner diligently and continuously proceeds to cure such default , (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its any security deposit. At the request of any deposit not actually received by such new ownerowner or to the extent any portion of such security deposit has not already been forfeited by, Tenant shall attorn to such new owneror returned to, Tenant.

Effect of Subordination. This Lease, and any Option (as defined in Section 26 below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security depositSecurity Deposit. At In the request event that the Project shall become subject to any lien of any mortgage, deed of trust or any other hypothecation or security after the Commencement Date, Landlord shall use commercially reasonable efforts to obtain a non-disturbance agreement from any future lender of the Project on such new owner, Tenant shall attorn to such new ownerlender’s standard form for the benefit of Tenant.

Effect of Subordination. This Lease, and any Option (as defined in Section 27 below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, upon Landlord’s written election, and any Option (as defined in Section 26 below) granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord’s mortgagee or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security depositSecurity Deposit or part thereof not actually received by the new owner. At As of the request date hereof, the Project is not encumbered by any lien of any ground lease, mortgage, deed of trust or any other hypothecation or security. In the event that the Project shall become subject to any lien of any ground lease, mortgage, deed of trust or any other hypothecation or security after the Commencement Date, Landlord shall use commercially reasonable efforts to obtain on Tenant’s behalf a subordination, non-disturbance and attornment agreement on such new ownermortgagee’s, Tenant shall attorn to such new ownertrustee’s or ground lessor’s standard form.

Effect of Subordination. This Lease, and any option granted hereby (an "OPTION"), upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of the foregoing, a “Mortgage”"MORTGAGE") now or hereafter made of or with respect to or placed on all or any part of the Property, Property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any Holder shall elect to have this Lease and any Option(s) granted hereby prior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease and such Option(s) shall be deemed prior to such Mortgage, whether this Lease is or such Option(s) are dated prior or subsequent to the date of said Mortgage or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner. Landlord represents to Tenant that as of the date hereof, no mortgage encumbers the Property. With respect to mortgages first encumbering the Property after the date hereof, Landlord agrees to use commercially reasonable efforts to obtain a SNDA (as defined below) from the holder thereof. For purposes hereof, the term "all reasonable efforts" shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by such mortgage. In the event that, despite such reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease shall be subordinate as aforesaid, if and as such holder may elect.

Effect of Subordination. This Lease, and any Option (as defined below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that Tenant shall have a received an executed commercially reasonable non-disturbance agreement from any ground lessor, mortgagee, trustor or other holder of a lien on the Premises. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title (except to the extent that such defaults continue after acquisition of title), (b) be liable for the breach of this Lease by any prior landlordlandlord (except to the extent that such breach is of a continuing nature and continues after the acquisition of title to the Premises by such party), (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new ownerdeposit (unless actually received thereby from Landlord).

Effect of Subordination. This Lease, upon Landlord’s written election, and any Option (as defined in Section 26 below) granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgagee or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents In the event that the Project shall become subject to Tenant that as any lien of any mortgage, deed of trust or any other hypothecation or security after the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant)Commencement Date, Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an a non-disturbance agreement (a “SNDA”) from any future lender of the Project on such lender’s standard form for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in section 27 below) granted hereby, upon Landlord’s 's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, and any Option (as defined in Section 27 below) granted hereby, upon Landlord’s Lxxxxxxx's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Txxxxx's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (dc) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Lease, upon Landlord’s written election, and any Option (as defined in Section 26 below) granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgagee or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents In the event that the Project shall become subject to Tenant that as any lien of any mortgage, deed of trust or any other hypothecation or security after the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (then Tenant's agreement to subordinate set forth herein shall be conditioned upon Landlord obtaining a subordination, non-disturbance and at the sole cost and expense attornment agreement on such lender's standard form on behalf of Tenant), . Landlord shall request and use commercially reasonable efforts (which shall not include the obligation agrees to pay any fee or charge or endeavor to have such lender agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject add language to such mortgagee’s customary exceptions subordination, non-disturbance and qualifications, attornment agreement requiring the mortgagee will not, in foreclosing against or taking possession of lender to release the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise insurance proceeds for restoration of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new ownerdamage.

Effect of Subordination. This Lease, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of the foregoing, a “Mortgage”) now or hereafter made of or with respect to or placed on all or any part of the Property, Property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any Holder shall elect to have this Lease prior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease is are dated prior or subsequent to the date of said Mortgage or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable for far any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit, unless actually delivered to such Holder. At the request of any such new owner, Tenant shall attorn to such new owner. Landlord represents that as of the date hereof, there is no mortgage encumbering the Building.

Effect of Subordination. This Lease, and any Option (as defined in Section 27 below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.

Effect of Subordination. This Subject to Section 26.3 below, this Lease, and any Option (as defined in Section 27 below) granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of now or hereafter placed upon the foregoing, a “Mortgage”) hereafter made of or with respect to or placed on all or any part of the Property, Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant 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. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity. If any Holder mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its Mortgage mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such Mortgagemortgage, deed of trust or ground lease, whether this Lease is or such Options are dated prior or subsequent to the date of said Mortgage mortgage, deed of trust or ground lease or the date of recording thereof. Landlord represents to Tenant that as of the date hereof, the Premises are not encumbered by any Mortgage. Upon request by Tenant (and at the sole cost and expense of Tenant), Landlord shall request and use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain an agreement (a “SNDA”) for the benefit of Tenant an agreement from any future mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such mortgagee’s customary exceptions and qualifications, the mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant’s possession of the Premises hereunder, or words of similar import. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holdersecurity device, the new owner of the Property as a result of such exercise shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit. At the request of any such new owner, Tenant shall attorn to such new owner.