Common use of Lease to be Subordinate Clause in Contracts

Lease to be Subordinate. Lessee agrees that this Lease is and shall be, at all times, subject and subordinate to the lien of any mortgage, deed of trust or other encumbrances which Lessor may create against the Premises, including all renewals, replacements and extensions thereof provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein that this Lease will not be terminated if Lessee is not in default following a foreclosure, including, without limitation, any Subordination Non-Disturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of such mortgagee or beneficiary or any successor to Lessor by foreclosure or deed-in-lieu of foreclosure, at the option of such successor in interest, provided however, that any such successor shall not (i) be liable for any previous act or omission of Lessor under the Lease, (ii) be subject to any offset, defense or counterclaim which shall theretofore have accrued to the Lessee under the Lease against Lessor, or (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents paid more than one month in advance to Lessor or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, without the requirement of satisfaction of any condition precedent, subject and subordinate to (a) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Lessor Landlord may create against the Premises, the Building or the Project, including all modifications, renewals, extensions and replacements thereof, and (b) all ground or underlying leases now existing or hereafter executed affecting the Premises, the Building or the Project, including all modifications, renewals, extensions thereof and replacements thereof; provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance encumbrance, and regardless of any default under any such ground or underlying lease or any termination of any such ground or underlying lease, so long as, subject to all applicable notice and cure periods, Lessee as Tenant timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and LesseeTenant’s possession and rights hereunder shall not be disturbed by the mortgagee any mortgagee, beneficiary, or beneficiary ground or underlying lessor, or anyone claiming under or through any such mortgagee mortgagee, beneficiary, or beneficiaryground or underlying lessor. Lessee Tenant shall execute and deliver any documents which are commercially reasonable (i.e., documents confirming the subordination of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten fifteen (1015) business days after delivery of same by Lessor Landlord, so long as the mortgagee mortgagee, beneficiary, or beneficiary ground or underlying lessor agrees therein that this Lease will not be terminated if Lessee Tenant is not in default following either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a foreclosuredeed in lieu thereof) or the termination of any such ground or underlying lease. Tenant hereby agrees that any Subordination, including, without limitation, any Subordination Non-Disturbance Nondisturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”E or the then-standard form employed by any mortgagee, beneficiary, or ground or underlying lessor shall be deemed to be commercially reasonable for purposes of the immediately preceding sentence. In Notwithstanding any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date subordination of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version Lease, in the event of either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu thereof) or the termination of foreclosure is made for any reasonsuch ground or underlying lease, and this Lease Tenant shall terminateattorn to, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of of, the successor to Landlord (i.e., such mortgagee or mortgagee, beneficiary or any other successor to Lessor Landlord by foreclosure or deed-in-deed in lieu of foreclosurethereof, at or such ground or underlying lessor, as the option of such successor in interest, case may be); provided however, that in no event shall any such successor shall not to Landlord (i) be liable for any previous act or omission of Lessor Landlord under the this Lease, (ii) be subject to any offset, defense or counterclaim against Landlord which shall theretofore have accrued to the Lessee Tenant under the Lease against Lessorthis Lease, or (iii) have any obligation with respect to any security deposit or letter of credit, unless it the same shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents Rent paid more than one month in advance to Lessor Landlord or any prior landlord or owner. Lessee shall execute and deliverPromptly following the mutual execution of this Lease, upon reasonable prior notice Landlord will use diligent efforts to obtain an SNDA from Lessor any additional documents in such form existing lender(s) with a lien against the Project as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trustdate hereof.

Lease to be Subordinate. Lessee agrees that this Lease is and shall be, at all times, subject and subordinate to the lien of any mortgage, deed of trust or other encumbrances which Lessor may create against the Premises, Premises including all renewals, replacements and extensions thereof provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, as Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s 's possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein that this Lease will not be terminated if Lessee is not in default following a foreclosure, including, without limitation, any Subordination Non-Disturbance Distribution and Attornment Agreement (“"SNDA”") which is substantially in the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of such mortgagee or beneficiary or any successor to Lessor by foreclosure or deed-in-lieu of foreclosure, at the option of such successor in interest, provided however, that any such successor shall not (i) be liable for any previous act or omission of Lessor under the Lease, (ii) be subject to any offset, defense or counterclaim which shall theretofore have accrued to the Lessee under the Lease against Lessor, or (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents paid more than one month in advance to Lessor or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust."F."

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, subject and subordinate to (a) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Lessor Landlord may create against the Premises, the Building or the Project, including all modifications, renewals, extensions and replacements thereof, and (b) all ground or underlying leases now existing or hereafter executed affecting the Building or the Project, including all modifications, renewals, extensions thereof and replacements thereof; provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance encumbrance, and regardless of any default under any such ground or underlying lease or any termination of any such ground or underlying lease, so long as, subject to all applicable notice and cure periods, Lessee as Tenant timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and LesseeTenant’s possession and rights hereunder shall not be disturbed by the mortgagee any mortgagee, beneficiary, or beneficiary ground or underlying lessor, or anyone claiming under or through any such mortgagee mortgagee, beneficiary, or beneficiaryground or underlying lessor. Lessee Tenant shall execute and deliver any documents which are commercially reasonable (i.e., documents confirming the subordination of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor Landlord, so long as the mortgagee mortgagee, beneficiary, or beneficiary ground or underlying lessor agrees therein that this Lease will not be terminated if Lessee Tenant is not in default following either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a foreclosuredeed in lieu thereof) or the termination of any such ground or underlying lease. Notwithstanding any subordination of this Lease, including, without limitation, any Subordination Non-Disturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In event of either the foreclosure of any eventsuch mortgage, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after deed or trust or other encumbrance (or the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version granting of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu thereof) or the termination of foreclosure is made for any reasonsuch ground or underlying lease, and this Lease Tenant shall terminateattorn to, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of of, the successor to Landlord (i.e., such mortgagee or mortgagee, beneficiary or any other successor to Lessor Landlord by foreclosure or deed-in-deed in lieu of foreclosurethereof, or such ground or underlying lessor, as the case may be), at the option of such successor in interest, to Landlord; provided however, that in no event shall any such successor shall not to Landlord (i) be liable for any previous act or omission of Lessor Landlord under the this Lease, (ii) be subject to any offset, defense or counterclaim against Landlord which shall theretofore have accrued to the Lessee Tenant under the Lease against Lessorthis Lease, or (iii) have any obligation with respect to any security deposit or letter of credit, unless it the same shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents Rent paid more than one month in advance to Lessor Landlord or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, subject and subordinate to (a) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Lessor Landlord may create against the Premises, the Building or Lot 1 or the Project, including all modifications, renewals, extensions and replacements thereof, and (b) all ground or underlying leases now existing or hereafter executed affecting the Building or Lot 1 or the Project, including all modifications, renewals, extensions thereof and replacements thereof; provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance encumbrance, and regardless of any default under any such ground or underlying lease or any termination of any such ground or underlying lease, so long as, subject to all as Tenant is not in default (beyond applicable notice and cure periods, Lessee timely performs all covenants and conditions ) of its obligations under this Lease and continues to make all timely payments hereunderLease, this Lease and LesseeTenant’s possession and rights hereunder shall not be disturbed by the mortgagee any mortgagee, beneficiary, or beneficiary ground or underlying Landlord, or anyone claiming under or through any such mortgagee mortgagee, beneficiary, or beneficiaryground or underlying landlord. Lessee Tenant shall execute and deliver any documents which are commercially reasonable (i.e., documents confirming the subordination of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor Landlord, so long as the mortgagee mortgagee, beneficiary, or beneficiary ground or underlying landlord agrees therein that this Lease will not be terminated if Lessee Tenant is not in default (beyond applicable notice and cure periods) following either the foreclosure of any such mortgage, deed of trust or other encumbrance (or the granting of a foreclosuredeed in lieu thereof) or the termination of any such ground or underlying lease. Tenant hereby agrees that a Subordination, including, without limitation, any Subordination Non-Disturbance Nondisturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”E or another commercially reasonable form shall be deemed to be commercially reasonable for purposes of the immediately preceding sentence. In any eventTenant’s obligations under this Lease shall be conditioned upon its receipt of an SNDA in the form of Exhibit E from the current lender on the Project as of the Effective Date of this Lease, Lessor within sixty (60) days after the full execution hereof. If such an SNDA is not received by Landlord and Lessee agree that Lessee Tenant within such sixty (60) day time period, Tenant shall provide Landlord with written notice of such failure, and if Landlord and Tenant have not received such a SNDA within two (2) business days thereafter, then Tenant may immediately terminate this Lease upon written notice thereof to Lessor at Landlord. Landlord agrees, upon written request therefor by Tenant, to inform Tenant of the identity of any time after other lenders that then have a lien on the date that is twenty (20) business days after the date Premises. Notwithstanding any subordination of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA Lease, in the substantially event of either the form attached hereto as Exhibit “C” to Lessee. In the event that foreclosure of any mortgage or such mortgage, deed of trust is foreclosed or other encumbrance (or the granting of a conveyance deed in lieu thereof) or the termination of foreclosure is made for any reasonsuch ground or underlying lease, and this Lease Tenant shall terminateattorn to, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of of, the successor to Landlord (i.e., such mortgagee or mortgagee, beneficiary or any other successor to Lessor Landlord by foreclosure or deed-in-deed in lieu of foreclosurethereof, or such ground or underlying landlord, as the case may be), at the option of such successor in interest, to Landlord; provided however, that in no event shall any such successor shall not to Landlord (i) be liable for any previous act or omission of Lessor Landlord under the this Lease; provided, however, that such successor shall be obligated to cure any default by Landlord hereunder that is of a continuing nature (e.g., repair and maintenance obligations ), (ii) be subject to any offset, defense or counterclaim against Landlord which shall theretofore have accrued to the Lessee Tenant under the this Lease against Lessorthat is not expressly set forth in this Lease, or (iii) have any obligation with respect to any security deposit deposit, unless it the same shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents Rent (other than prepaid Operating Expenses) paid more than one month in advance to Lessor Landlord or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, subject and subordinate to (a) the lien of any mortgage, deed of trust or other encumbrances which Lessor may create now existing against the Premises, the Building or Lot 1 or the Project, including all modifications, renewals, replacements and extensions thereof providedthereof, howeverand (b) all ground or underlying leases now existing affecting the Building or Lot 1 or the Project, including all modifications, renewals, and extensions thereof. Landlord agrees that regardless it shall be an express condition precedent to Tenant’s obligations under this Lease that Landlord, at its sole cost and expense, provide Tenant with subordination, non-disturbance and attornment agreements (“SNDA”) substantially in the form of any default under any such Exhibit E from the holder of each mortgage, deed of trust or other encumbrance or encumbrances and the ground lessor under any sale ground lease within sixty (60) days of the Premises under mutual execution and delivery of this Lease; provided, however, that if Landlord fails to deliver the SNDA within such time period, then Tenant shall thereafter have the right to terminate this Lease until such time as the SNDA is delivered to Tenant fully executed and acknowledged by Landlord and the holder of each mortgage, deed of trust or other encumbrances and the ground lessor under any ground lease. If, after the mutual execution and delivery of this Lease, Landlord elects to encumber the Property with a new mortgage, deed of trust or encumbrance so long asor enter into a ground lease affects the Building or Lot 1, subject to all applicable notice then Tenant shall execute and cure periods, Lessee timely performs all covenants and conditions deliver any commercially reasonable documents confirming the subordination of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable within fifteen (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (1015) business days after delivery of same by Lessor Landlord, so long as the mortgagee mortgagee, beneficiary, or beneficiary ground or underlying Landlord agrees therein that this Lease will not be terminated if Lessee Tenant is not in default beyond all applicable notice and cure periods following either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a foreclosuredeed in lieu thereof) or the termination of any such ground or underlying lease. Notwithstanding any subordination of this Lease, including, without limitation, any Subordination Non-Disturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In event of either the foreclosure of any eventsuch mortgage, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after deed or trust or other encumbrance (or the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version granting of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu thereof) or the termination of foreclosure is made for any reasonsuch ground or underlying lease, and this Lease Tenant shall terminateattorn to, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of of, the successor to Landlord (i.e., such mortgagee or mortgagee, beneficiary or any other successor to Lessor Landlord by foreclosure or deed-in-deed in lieu of foreclosurethereof, or such ground or underlying Landlord, as the case may be), at the option of such successor in interest, to Landlord; provided however, that in no event shall any such successor shall not to Landlord (i) be liable for any previous act or omission of Lessor Landlord under this Lease except to cure continuing defaults to the Leaseextent it has been provided with written notice thereof and an opportunity to cure, (ii) be subject to any offset, defense or counterclaim against Landlord which shall theretofore have accrued to the Lessee Tenant under the Lease against Lessorthis Lease, or (iii) have any obligation with respect to any security deposit deposit, unless it the same shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents Rent paid more than one month in advance to Lessor Landlord or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, subject and subordinate to (a) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Lessor Landlord may create against the Premises, the Building or the Project, including all modifications, renewals, extensions and replacements thereof, and (b) all ground or underlying leases now existing or hereafter executed affecting the Building or the Project, including all modifications, renewals, extensions thereof and replacements thereof; provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance encumbrance, and regardless of any default under any such ground or underlying lease or any termination of any such ground or underlying lease, so long as, subject to all applicable notice and cure periods, Lessee as Tenant timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and LesseeTenant’s possession and rights hereunder shall not be disturbed by the mortgagee any mortgagee, beneficiary, or beneficiary ground or underlying lessor, or anyone claiming under or through any such mortgagee mortgagee, beneficiary, or beneficiaryground or underlying lessor. Lessee Tenant shall execute and deliver any documents which are commercially reasonable (i.e., documents confirming the subordination of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor Landlord, so long as the mortgagee mortgagee, beneficiary, or beneficiary ground or underlying lessor agrees therein that this Lease will not be terminated if Lessee Tenant is not in default following either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a foreclosuredeed in lieu thereof) or the termination of any such ground or underlying lease. Tenant hereby agrees that any Subordination, including, without limitation, any Subordination Non-Disturbance Nondisturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”E shall be deemed to be commercially reasonable for purposes of the immediately preceding sentence. In Notwithstanding any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date subordination of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version Lease, in the event of either the foreclosure of any such mortgage, deed or trust or other encumbrance (or the granting of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu thereof) or the termination of foreclosure is made for any reasonsuch ground or underlying lease, and this Lease Tenant shall terminateattorn to, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of of, the successor to Landlord (i.e., such mortgagee or mortgagee, beneficiary or any other successor to Lessor Landlord by foreclosure or deed-in-deed in lieu of foreclosurethereof, or such ground or underlying lessor, as the case may be), at the option of such successor in interest, to Landlord; provided however, that in no event shall any such successor shall not to Landlord (i) be liable for any previous act or omission of Lessor Landlord under the this Lease, (ii) be subject to any offset, defense or counterclaim against Landlord which shall theretofore have accrued to the Lessee Tenant under the Lease against Lessorthis Lease, or (iii) have any obligation with respect to any security deposit or letter of credit, unless it the same shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents Rent paid more than one month in advance to Lessor Landlord or any prior landlord or owner. Lessee Notwithstanding anything herein to the contrary, Landlord shall execute and deliveruse commercially reasonable efforts to obtain from Landlord’s existing lender, upon reasonable prior notice from Lessor any additional documents at Tenant’s sole expense, a SNDA in the form attached hereto as Exhibit E or on such other standard form as is designated then used by Lessor evidencing such lender. If Landlord is unable to obtain such an agreement, notwithstanding such commercially reasonable efforts, then such failure shall not affect the priority or subordination validity of the Lease with respect to any such lien of any such mortgage or deed of trustthis Lease.

Lease to be Subordinate. Lessee Tenant agrees that this Lease is and shall be, at all times, subject and subordinate to the lien of any mortgage, deed of trust or other encumbrances which Lessor Landlord may create against the Premises, including all renewals, replacements and extensions thereof provided(a “Superior Mortgage”). This subordination shall be self operative, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee Tenant shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten thirty (1030) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein Landlord provided that this Lease will not be terminated if Lessee is not in default following such documents contain a foreclosure, including, without limitation, any Subordination commercially reasonable form of non-disturbance provisions (“Non-Disturbance and Attornment Agreement (“SNDAProtection”) which is substantially in from the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date holder of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, Lessee shall, notwithstanding any subordination, attorn to and become the tenant of such mortgagee or beneficiary or any successor to Lessor by foreclosure or deed-in-lieu of foreclosure, at the option of such successor in interest, provided however, that any such successor shall not (i) be liable for any previous act or omission of Lessor under the Lease, (ii) be subject to any offset, defense or counterclaim which shall theretofore have accrued to the Lessee under the Lease against Lessor, or (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents paid more than one month in advance to Lessor or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust. In connection with any future subordination of this Lease to the lien of any mortgage or deed of trust, Landlord shall use commercially reasonable efforts to obtain Non-Disturbance Protection from the holder of such mortgage or deed of trust; provided, however, that Landlord shall not be in default of this if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain such Non-Disturbance Protection for the benefit of Tenant; provided that Tenant shall not be obligated to execute any documents which does not provide Non-Disturbance Protection. Additionally, Landlord shall use reasonable efforts to obtain, within ninety (90) days of the date hereof, a non-disturbance agreement in an agreement reasonably acceptable to Tenant from the holder of any Superior Mortgage which exists prior to the date of this Lease; provided, however, that Landlord shall not be in default of this if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a non-disturbance agreement for the benefit of Tenant. Tenant shall reimburse Landlord for any reasonable attorneys’ fees payable to the holder of such Superior Mortgage in connection with any requested changes to such mortgagee’s standard form of subordination, non-disturbance and attornment agreement.

Lease to be Subordinate. Lessee agrees that this Lease is and shall be, at all times, subject and subordinate to the lien of any mortgage, deed of trust or other encumbrances which Lessor may create against the Premises, Premises including all renewals, replacements and extensions thereof provided, however, that regardless of any default under any such mortgage, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, as Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein that this Lease will not be terminated if Lessee is not in default following a foreclosure, including, without limitation, any Subordination Non-Disturbance Distribution and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “CF.” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, not terminate and Lessee shall, notwithstanding any subordination, attorn to and become the tenant of such mortgagee or beneficiary or any successor to Lessor by foreclosure or deed-in-lieu of foreclosure, at the option of such successor in interest, provided however, that any such successor shall not (i) be liable for any previous act or omission of Lessor under the Lease, (ii) be subject to any offset, defense or counterclaim which shall theretofore have accrued to the Lessee under the Lease against Lessor, or (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents paid more than one month in advance to Lessor or any prior landlord Lessor or owner. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.

Lease to be Subordinate. Lessee agrees that this This Lease is and shall be, at all times, subject and subordinate to all ground or underlying leases, mortgages, and restrictions which may now or hereafter affect the lien Building (collectively, "Mortgage"), and to all renewals and extensions thereof. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any mortgageMortgage, deed of trust or other encumbrances which Lessor may create against Tenant shall immediately and automatically attorn to the Premisespurchaser at such foreclosure sale, including all renewalsas the landlord under this Lease, replacements and extensions thereof provided, however, that regardless Tenant waives the provisions of any default under statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such mortgageforeclosure proceeding is prosecuted or completed. Further, deed of trust or other encumbrance or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein that this Lease will not be terminated if Lessee Tenant is not in default following a foreclosureunder this Lease, including, without limitation, any Subordination Non-Disturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, Lessee shall, notwithstanding remain in full force and effect and the holder of the Mortgage and any purchaser at foreclosure sale thereof shall not disturb Tenant's possession hereunder. Landlord shall use its best efforts to obtain and deliver to Tenant a commercial reasonable form of non-disturbance agreement from any mortgagee or ground lessor that affects the Building now or hereafter. For confirmation of such subordination, attorn to nondisturbance and become the tenant of such mortgagee or beneficiary or any successor to Lessor attornment, Tenant shall execute a subordination, nondisturbance and attornment agreement requested by foreclosure or deedLandlord. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's agent and attorney-in-lieu of foreclosure, at the option of such successor in interest, provided however, that fact coupled with an interest to execute any such successor shall not subordination, nondisturbance and attornment agreement should Tenant fail to do so within fifteen (i15) be liable for any previous act or omission days of Lessor under the Lease, (ii) be subject to any offset, defense or counterclaim which shall theretofore have accrued to the Lessee under the Lease against Lessor, or (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor, or (iv) be bound by any rents paid more than one month in advance to Lessor or any prior landlord or owner. Lessee shall execute and deliver, upon reasonable prior notice request from Lessor any additional documents in such form as is designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trustLandlord.

Lease to be Subordinate. Lessee agrees that this Lease is and shall be, at all times, subject and subordinate to the lien of any mortgage, deed of trust or other encumbrances which Lessor may create against the Premises, including all renewals, replacements and extensions thereof thereof; provided, however, that the holder of any such mortgage, deed of trust or other encumbrance agrees that, regardless of any default under any such mortgage, deed of trust or other encumbrance ,or any sale of the Premises under such mortgage, deed of trust or other encumbrance so long as, subject to all applicable notice and cure periods, as Lessee timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Lessee’s possession and rights hereunder shall not be disturbed by the mortgagee or beneficiary or anyone claiming under or through such mortgagee or beneficiary. Lessee shall execute any documents which are commercially reasonable (i.e., of a type customarily executed between lenders and lessees for similar loans and leases) subordinating this Lease within ten (10) business days after delivery of same by Lessor so long as the mortgagee or beneficiary agrees therein that this Lease will not be terminated if Lessee is not in default following a foreclosure, including, without limitation, any Subordination Non-Non Disturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit “C”. In any event, Lessor and Lessee agree that Lessee may terminate this Lease upon written notice thereof to Lessor at any time after the date that is twenty (20) business days after the date of this Lease if Lessor and Lessor’s lender have not executed and delivered an executed version of a SNDA in the substantially the form attached hereto as Exhibit “C” to Lessee). In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, and this Lease shall terminate, not terminate and Lessee shall, notwithstanding any subordination, attorn to and become the tenant of such mortgagee or beneficiary or any successor to Lessor by foreclosure or deed-in-lieu of foreclosure, at the option of such successor in interest, provided however, that any such successor landlord shall not be: (i) be liable for any previous act or omission of Lessor a prior landlord (including Landlord) (except that nothing herein shall be deemed to excuse such successor from the obligation to cure any ongoing default of the landlord under the Lease, ); or (ii) be subject to any offset, defense offsets or counterclaim which shall theretofore defenses that Tenant might have accrued to the Lessee under the Lease against Lessor, any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any obligation prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease (other than a termination pursuant to a right set forth in the Lease) made without the written consent of Beneficiary; (v) obligated or liable with respect to any security deposit unless it shall have been paid over representations, warranties or physically delivered to such successor, indemnities contained in the Lease; or (ivvi) be bound by any rents paid more than one month in advance liable to Lessor Tenant or any prior landlord or ownerother party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. Lessee shall execute and deliver, upon reasonable prior notice from Lessor any additional documents in such form as is reasonably designated by Lessor evidencing the priority or subordination of the Lease with respect to any such lien of any such mortgage or deed of trust.