Common use of Non-Disturbance and Attornment Clause in Contracts

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord. If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Lender or any other subsequent purchaser of the Properties shall become the owner of the Properties by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease Agreement shall expire not be terminated or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord affected thereby but shall continue this Sublease with the same in full force and effect as if Landlord as lessor a direct lease between Purchaser and Sublessee as lessee had entered into a lease as Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such effective date for a term equal acquisition of the Properties shall be deemed to the then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasehave agreed to accept such attornment, provided provided, however, that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Purchaser shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord not be (i) liable for the failure of any act or omission by Sublessorprior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets offsets, defenses, abatements or defenses counterclaims which Sublessee had shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or might other sums which Tenant may have against Sublessorpaid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Lender’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (iii2) bound by (A) Purchaser’s liability for any previous modification defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Sublease not consented Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor the Properties and shall in advanceno event exceed such interest.

Non-Disturbance and Attornment. If Tenant is not in default under any of the terms, covenants or conditions contained in the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualtyAgreement, or if Sublessor applicable cure periods have not expired. Lender agrees that in the event of foreclosure of the Mortgage, trustee's sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Mortgage, or the exercise by Lender of its rights under the Assignment, or in the event Lender comes into possession or acquires title to the Property as a result of foreclosure or the threat thereof, or as a result of other means, such action shall surrender not result in either a termination of the Lease, or a diminution or impairment of any of the rights granted to Tenant in the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or any transferee of Lender (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as ("Purchaser") by reason of foreclosure, trustee's sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Mortgage or rights of Lender under the Assignment, and Tenant is not in default of its obligations under the Lease, or if applicable cure periods have not expired. Purchaser shall not name or join Tenant in any foreclosure, trustee's sale or other proceeding to enforce the Mortgage or Assignment, and Purchaser shall be bound to Tenant, except as provided in Section 4, below, and Tenant shall be bound to any Purchaser, under all of the terms, covenants and conditions of the Lease Agreement to Landlord during for the balance of the term of this Subleasethereof, Landlord shall continue this Sublease and any extensions thereof with the same force and effect as if Landlord such Purchaser were the original landlord under the Lease. Tenant does hereby attorn to such Purchaser, including Lender if Lender is such Purchaser, as lessor the landlord under the Lease, said attornment to be effective and Sublessee as lessee had entered into a lease as self-operative without the execution of such effective date for a term equal any further instruments upon Purchaser's succeeding to the then unexpired term interest of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default Borrower under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceLease.

Non-Disturbance and Attornment. If Provided Tenant is not in default beyond any period of time set forth in the Lease Agreement shall expire or terminate during given Tenant to cure following any notice required by the term of this Sublease for any reason other than condemnation or destruction by fire or other casualtyLease, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of the date Lender commences foreclosure proceedings or accepts a deed in lieu of foreclosure (except that if Tenant is in default at such effective date for a term equal and the default is capable of cure by Tenant and Tenant is diligently and continuously pursuing such cure to the completion then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasesuch default shall not affect Lender's obligations to Tenant hereunder), provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s then no default under the Lease AgreementSecurity Documents, (ii) the default is of such a type that Sublessee can cureas modified, extended, increased, spread, or consolidated, and (iii) Sublessee no proceeding to foreclose the same or the acceptance by Lender of a deed in fact cures such default within thirty (30) days, where possiblelieu of foreclosure, or within a reasonable amount of timeby any other manner, will disturb Tenant's possession under said Lease and the Lease will not be affected or extinguished thereby. In addition, Lender agrees not to name Tenant in any proceeding instituted to foreclose the Security Documents, unless Lender is legally obligated to do so in order to properly foreclose the same, and then such event, Sublessor foreclosure shall promptly transfer in any event be made subject to the security deposit described in Section 3 provisions of this Sublease Agreement. In the event of any such foreclosure or other sale to, or acquisition of the Premises by, a third party, or by any other manner, in lieu of foreclosure by Lender, Tenant shall attorn to Landlord prior to this Sublease continuing Lender or such other third party, and the Lender or such third party shall recognize the Lease as a direct lease. If lease from Lender or such third party, and the Lender or said third party shall assume and be bound to Tenant to perform the obligations of Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have under the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectivelyLease, except that neither the purchaser at such foreclosure sale nor the grantee of a deed in no event lieu thereof shall Landlord (a) be (i) liable for any previous act or omission by Sublessorof Landlord under the Lease, (iib) be subject to any offsets offset, claim or defenses defense which Sublessee had shall theretofore have accrued against Landlord, unless the basis of such offset, claim or might defense remains uncured and notice thereof is given to Lender by Tenant as provided herein, (c) have against Sublessorany obligation with respect to any security deposit under the Lease unless such security deposit has been physically delivered to Lender, or (iiid) be bound by (A) any previous modification of the Sublease not consented to Lease or by any previous prepayment of rent for a period greater than one (1) month in advance of its due date under the Lease, unless such modification or prepayment shall have been expressly approved in writing by Lender, such approval, in the case of modifications, not to be unreasonably withheld, conditioned or delayed. Lender agrees to immediately notify Tenant in writing of any breach or default by Landlord or (B) by of any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceof the Security Documents.

Non-Disturbance and Attornment. This Lease is and shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Premises. If any such mortgage or deed of trust be foreclosed, upon request of the Lease Agreement mortgagee or beneficiary, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall expire or terminate during the term be required to effect such subordination and/or attornment; provided, however, that subordination of this Sublease for Lease to any reason other than condemnation present or destruction by fire future mortgage or other casualtytrust deed shall be conditioned upon the mortgagee, beneficiary, or if Sublessor purchaser at foreclosure, as the case may be agreeing that Tenant’s occupancy of the Premises and other rights under this Lease shall surrender not be disturbed by reason of the Lease Agreement foreclosure of such mortgage or trust deed, as the case may be, so long as Tenant is not in default under this Lease; and further provided that Tenant agrees upon request by any such mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, to execute such non-disturbance, subordination and/or attornment instruments as may be reasonably required by such person to confirm such non-disturbance subordination and/or attornment. Landlord during hereby represents and warrants to Tenant that there are no mortgages or deeds of trust encumbering all or any portion of the term Project. Landlord shall obtain from any future holder of any mortgage or deed of trust encumbering all or any part of the Project, a Subordination, Non-Disturbance and Attornment Agreement, in a form mutually agreeable to such lender, Tenant and Landlord, providing among other things that the holder will recognize Tenant’s lease of the Leased Premises hereunder and will not disturb Tenant’s quiet possession of the Leased Premises as long as Tenant is not in Default under provisions of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceLease.

Non-Disturbance and Attornment. If Lender or any other subsequent purchaser of the Properties shall become the owner of the Properties by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred to as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the Xxxxxx of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease Agreement shall expire not be terminated or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord affected thereby but shall continue this Sublease with the same in full force and effect as if Landlord as lessor a direct lease between Purchaser and Sublessee as lessee had entered into a lease as Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such effective date for a term equal acquisition of the Properties shall be deemed to the then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasehave agreed to accept such attornment, provided provided, however, that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Purchaser shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord not be (i) liable for the failure of any act or omission by Sublessorprior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets offsets, defenses, abatements or defenses counterclaims which Sublessee had shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or might other sums which Tenant may have against Sublessorpaid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Lender’s written consent; or (vi) bound by any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (iii2) bound by (A) Purchaser’s liability for any previous modification defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Sublease not consented Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor the Properties and shall in advanceno event exceed such interest.

Non-Disturbance and Attornment. If the Lease Master Agreement shall expire or terminate during the term of this Sublease Lease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor Lessor shall surrender the Lease Master Agreement to Master Landlord during the term of this SubleaseLease, Master Landlord shall continue this Sublease Lease with the same force and effect as if Landlord as lessor and Sublessee Lessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease Lease and containing the same provisions as those contained in this SubleaseLease, provided that (i) the Master Lease Agreement was terminated pursuant to SublessorLessor’s default under the Lease AgreementMaster Lease, (ii) the default is of such a type that Sublessee Lessee can cure, and (iii) Sublessee Lessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Lessor shall promptly transfer the security deposit described in Section 3 of this Sublease Lease to Landlord prior to this Sublease Lease continuing as a direct lease. If Master Landlord continues this SubleaseLease, Sublessee Lessee shall attorn to Master Landlord and Master Landlord and Sublessee Lessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor Lessor and Sublessee Lessee hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (i) liable for any act or omission by SublessorLessor, (ii) subject to any offsets or defenses which Sublessee Lessee had or might have against SublessorLessor, or (iii) bound by (A) any previous modification of the Sublease Lease not consented to in writing by Master Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee Lessee to Sublessor Lessor in advance.. HNZW/493108_4.doc (Pavilion Care)

Non-Disturbance and Attornment. If When the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Successor Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal takes title to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that Landlord’s Premises (i) the Lease Agreement was terminated pursuant to SublessorSuccessor Landlord shall not terminate or disturb the Tenant’s default possession of the Tenant’s Premises under the Lease AgreementLease, except in accordance with the terms of the Lease, (ii) the default is Successor Landlord shall be bound to the Tenant under all of such a type that Sublessee can curethe terms, conditions, obligations, covenants, and liabilities of the Landlord under the Lease (except as expressly provided in this Agreement), (iii) the Tenant shall recognize and attorn to the Successor Landlord as the Tenant’s direct landlord under the Lease as expressly modified by this Agreement and, subject to the terms and conditions of the Lease (as expressly modified by this Agreement), (a) continue to pay all Rent under the Lease, and (iiib) Sublessee otherwise observe and perform the covenants, terms and conditions of the Lease and (iv) the Lease shall continue in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing full force and effect as a direct lease. If Landlord continues lease in accordance with its terms (except as expressly provided in this Sublease, Sublessee shall attorn to Agreement) between the Successor Landlord and the Tenant. Except as otherwise provided in this Agreement, in the event of a Foreclosure Event, the Successor Landlord shall assume or shall be deemed to have assumed the Lease and Sublessee all of the obligations, liabilities, and duties of Landlord under the Lease (as modified by this Agreement) from the date of attornment, and further provided that the Successor Landlord shall have remain responsible for the same rightscompletion of the Tenant Improvements (as defined in the Work Letter), obligations the Initial Premises Building Improvements (as defined in the Work Letter), the Mezzanine Improvements (as defined in the Work Letter) and remedies thereunder as were had by Sublessor Landlord Signage Obligations, in accordance with the requirements of the Work Letter, in each case, however, only to the extent not completed on or before the Foreclosure Event and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to funding obligations of Tenant for amounts not included in the Tenant Improvement Allowance as to any offsets or defenses which Sublessee had or might have against Sublessorportion thereof payable by Tenant, or provided, as to the Tenant Improvements the TI Construction Contract (iii) bound by as defined in the Work Letter), and/or as to the Initial Premises Building Improvements, the BI Construction Contract (A) any previous modification of as defined in the Sublease Work Letter), as EXHIBIT E applicable, has not consented been assigned to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe Tenant.

Non-Disturbance and Attornment. If So long as Sublessee is not in default (after any required notice to Sublessee and beyond any period given Sublessee to cure such default) in the Lease Agreement payment of rent or Additional Rent or in the performance of any of Sublessee's obligations under this Sublease, Landlord shall expire or terminate during the term of not interfere with Sublessee's rights and privileges under this Sublease or disturb Sublessee's occupancy of the Sublet Premises for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease. If Landlord succeeds to the interest of Sublessor under this Sublease by reason of the termination of the Lease, or by any other manner, Sublessee shall be bound to Landlord shall continue under this Sublease for the balance of the then remaining term (or any extension or renewal term, if applicable) of this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to were the then unexpired term of "Sublessor" under this Sublease and containing Sublessee, shall attom to Landlord as its landlord, said attornment to be effective and self-operative without the same provisions as those contained in execution of any further instruments; provided, however, Sublessee shall be under no obligation to pay rent to Landlord until Sublessee receives written notice from Landlord that it has succeeded to the interest of Sublessor under this Sublease, provided that (i) Sublease by reason of the termination of the Lease Agreement was terminated pursuant or by any other manner. Upon such attornment, to Sublessor’s default under the Lease Agreement, (ii) extent of the default is then remaining balance of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount the term of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord shall, except as provided herein, have the same respective rights and obligations as Sublessee and Sublessor have under this Sublease. If Landlord shall so succeed to the interest of Sublessor under this Sublease by reason of the termination of the Lease, or by any other manner, Landlord shall be bound to Sublessee under this Sublease, and Sublessee shall have the same rights, obligations rights and remedies thereunder as were against Landlord for the breach of an agreement contained in this Sublease that Sublessee would have had by under this Sublease against Sublessor and Sublessee hereunder prior if Landlord had not succeeded to such effective datethe interest of Sublessor; provided, respectivelyhowever, except that in no event Landlord shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.be:

Non-Disturbance and Attornment. If Landlord shall recover or come into possession of the Lease Agreement shall expire or terminate during Premises before the term date herein fixed for the expiration of this Sublease for Lease, or in the event of an occurrence of any reason other than condemnation of the events specified in Section 16.02(d), Landlord shall have the right, at its option, to take over any and all subleases of the Premises or destruction any part thereof made by fire Tenant and to succeed to all the rights of Tenant in said subleases or other casualtysuch of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or reentry by Landlord hereunder or if Landlord shall otherwise succeed to Tenant's estate in the Premises, at which time Tenant shall upon request of Landlord execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary to confirm the vesting in Landlord of the then existing subleases. Every sublease of all or any portion of the Premises is subject to the condition, and by its acceptance and entry into a sublease each subtenant thereunder shall be deemed conclusively to have thereby agreed, that from and after the termination of this Lease or reentry by Landlord hereunder, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with otherwise succeed to Tenant's estate in the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of Premises, such effective date for a term equal subtenant shall waive any right to surrender possession or to terminate the then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasesublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementand, (ii) the default is of at Landlord's election, such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee subtenant shall attorn to and recognize Landlord and Landlord and Sublessee shall have as its landlord under all of the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to then executory terms of such effective date, respectivelysublease, except that in no event Landlord shall Landlord not (a) be (i) liable for any act previous act, omission, or omission by Sublessornegligence of Tenant as sublandlord under such sublease, (iib) be subject to any offsets counterclaim or defenses offset which Sublessee had or might have theretofore accrued to such subtenant against SublessorTenant, or (iiic) be bound by (A) any previous modification or amendment of such sublease or by any previous prepayment of more than one (1) month's rent and additional rent which shall be payable as provided in the sublease, (d) be obligated to repair the subleased space or the Building or any part thereof, in the event of total or substantial total damage or in the event of partial condemnation or (e) be obligated to perform any work in the subleased space, and the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed automatically, upon and as a condition of occupying or using the Premises or any part thereof, to have given a waiver of the Sublease not consented type described in and to the extent and upon the conditions set forth in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceSection 6.04(b).

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.. HNZW//3583-1 (Xxxxxxxxx)

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord. If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be . SUBLEASE AGREEMENT GREENFIELD (iHearth & Care) liable for any act or omission by Sublessor, (iiRolf 11-30-18) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.FINAL CLEAN.docx

Non-Disturbance and Attornment. If Landlord’s interest in the Premises is acquired by any Mortgagee or the Master Lessor, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord and recognize such successor- in-interest as the Landlord under this Lease. No subordination or attornment shall permit material interference with Tenant’s rights under this Lease, and any Mortgagee, Master Lessor or successor- in-interest to Landlord shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Lease Agreement shall expire Term so long as no Event of Default has occurred and is continuing under this Lease. In the event that a Mortgagee, Master Lessor or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement successor-in-interest to Landlord during notifies Tenant of a default under the term Mortgage or Ground Lease and demands that Tenant pay Rent and all other sums due under this Lease to the Mortgagee, Master Lessor or successor-in-interest to Landlord, Tenant shall honor such demand without inquiry and pay its Rent and all other sums due under this Lease directly to the Mortgagee, Master Lessor or successor-in-interest to Landlord pursuant to such notice and shall not thereby incur any obligation or liability to Landlord in connection with any such payments made. This Section shall be self-operative, and no further instrument of this Subleaseattornment or non-disturbance shall be required; provided, however, in confirmation of any attornment, Tenant shall execute, acknowledge and deliver an instrument that Landlord, Master Lessor or any Mortgagee may reasonably request to evidence such attornment within fifteen (15) days after written demand therefor, provided that such attornment further confirms the non- disturbance protection set forth herein. [Upon request of Tenant and reimbursement of all costs incurred by Landlord in connection therewith together with a fee in the amount of $1,500.00, Landlord shall continue this Sublease use commercially reasonable and diligent efforts to provide Tenant with a commercially reasonable non-disturbance agreement from any existing Mortgagee, Master Lessor or other security holder regarding the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of timePremises. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification For purposes of the Sublease not consented to Ground Lease, such form shall be in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe form attached hereto as Exhibit “I”.]

Non-Disturbance and Attornment. If Landlord’s interest in the Premises is acquired by any Mortgagee or the Master Lessor, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Xxxxxxxx and recognize such successor- in-interest as the Landlord under this Lease. No subordination or attornment shall permit material interference with Xxxxxx’s rights under this Lease, and any Mortgagee, Master Lessor or successor- in-interest to Landlord shall recognize Xxxxxx and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Lease Agreement shall expire Term so long as no Event of Default has occurred and is continuing under this Lease. In the event that a Mortgagee, Master Lessor or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement successor-in-interest to Landlord during notifies Tenant of a default under the term Mortgage or Ground Lease and demands that Tenant pay Rent and all other sums due under this Lease to the Mortgagee, Master Lessor or successor-in-interest to Landlord, Tenant shall honor such demand without inquiry and pay its Rent and all other sums due under this Lease directly to the Mortgagee, Master Lessor or successor-in-interest to Landlord pursuant to such notice and shall not thereby incur any obligation or liability to Landlord in connection with any such payments made. This Section shall be self-operative, and no further instrument of this Subleaseattornment or non-disturbance shall be required; provided, however, in confirmation of any attornment, Tenant shall execute, acknowledge and deliver an instrument that Landlord, Master Lessor or any Mortgagee may reasonably request to evidence such attornment within fifteen (15) days after written demand therefor, provided that such attornment further confirms the non- disturbance protection set forth herein. [Upon request of Xxxxxx and reimbursement of all costs incurred by Landlord in connection therewith together with a fee in the amount of $1,500.00, Landlord shall continue this Sublease use commercially reasonable and diligent efforts to provide Tenant with a commercially reasonable non-disturbance agreement from any existing Mortgagee, Master Lessor or other security holder regarding the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of timePremises. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification For purposes of the Sublease not consented to Ground Lease, such form shall be in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe form attached hereto as Exhibit “I”.]

Non-Disturbance and Attornment. If Landlord shall have the Lease Agreement right to obtain a mortgage secured by Landlord's interest in the Premises and/or this Lease; provided, however, that this Lease, including all of the rights of Tenant under or pursuant to this Lease, shall expire be paramount to, and shall not be subject or terminate during subordinate to, any mortgage, deed of trust or other security interest instrument ("Mortgage") that may now or hereafter affect Tenant's interest in the term Premises. Any Mortgage shall contain, as required terms, the express acknowledgment that Tenant shall not be liable for the payment of this Sublease the sum secured by such Mortgage, nor for any reason other than condemnation or destruction by fire expenses in connection with the same. Neither such Mortgage nor any instrument collateral thereto shall contain any covenant or other casualtyobligation on Tenant's part to pay such debt, or if Sublessor any part thereof, or to take any affirmative action of any kind whatsoever; provided, however, that Tenant shall surrender remain liable under this Lease notwithstanding any foreclosure of Landlord's interest in the Lease Agreement to Landlord during the term Premises or any transfer of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal title to the then unexpired term Premises, and provided further that Tenant shall agree to attorn to such transferee. Such Mortgage shall expressly provide that the Mortgagee shall not seek any money judgment against Tenant related to any Mortgage obligation of Landlord. Each Mortgagee shall agree to a non-disturbance and attornment agreement which will require the Mortgagee to recognize that this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant is superior to Sublessor’s default under the Lease AgreementMortgagee's Mortgage, (ii) that Tenant shall be entitled to use and occupy the default is Premises and the Project in accordance with the terms of such a type this Lease, (iii) that Sublessee can cureTenant shall be entitled to all of its rights under this Lease, (iv) that insurance and condemnation awards and proceeds shall be disbursed as provided in this Lease, and (iiiv) Sublessee Tenant's possession of the Premises and the Project shall not be disturbed by Mortgagee or by any person whose rights are acquired through foreclosure proceedings or through a deed in fact cures lieu of foreclosure except as may be expressly provided in this Lease, and any subsequent transferee of such default within thirty rights shall be so bound provided no Event of Default occurs and is continuing under this Lease. The non- disturbance and attornment agreement may require (30x) days, where possible, that as a condition to the making of any amendment or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior modification to this Sublease continuing as a direct lease. If Lease Landlord continues this Subleasereceive the prior written consent of such Mortgagee, Sublessee (y) that such Mortgagee shall attorn to Landlord receive notice of any default claimed by or through Tenant against Landlord, and Landlord and Sublessee (z) that such Mortgagee shall have the same rightsright to cure such default as is provided the holder of any Leasehold Mortgage obtained by Tenant. Tenant shall within 10 days after receipt from Landlord execute and deliver to Landlord and Landlord's Mortgagee such estoppels and attornment agreements as may be required in connection with any proposed financing or refinancing involving the Premises and/or the Adjacent Parcel, obligations provided the terms and remedies thereunder as were had by Sublessor conditions of such estoppels or attornment agreements are consistent with the provisions of this Section 18 and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous the same do not constitute a modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethis Lease.

Non-Disturbance and Attornment. If Provided Tenant complies with the Lease ------------------------------ Agreement shall expire and is not in default (beyond any period of time given Tenant to cure) as of the date Lender commences foreclosure proceedings or terminate during the term accepts a deed in lieu of this Sublease for any reason other than condemnation or destruction by fire or other casualtyforeclosure, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Subleaseat time thereafter, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s no default under the Security Documents, as modified, extended, increased, spread or consolidated and no proceeding to foreclose the same or other acquisition of the Demised Premises (whether the deed in lieu of foreclosure or otherwise) by Lender or other third party will disturb Tenant's possession. Any purchaser at foreclosure and their successors and Lender will recognize the Lease Agreementin it's entirety, including, without limitation, all of Tenant's purchase and renewal options hereunder. Notwithstanding any such foreclosure or other acquisition of the Demised Premises (iiwhether by deed in lieu of foreclosure or otherwise) the default is of by Lender or any third party, Tenant shall attorn to Lender or such a type that Sublessee can curethird party, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing Lease will be recognized as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have lease from Lender or any other party acquiring the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to Demised Premises upon the foreclosure sale or other such effective date, respectivelyacquisition, except that in no event Lender, or any subsequent owner, shall Landlord not (a) be (i) liable for any previous act or omission by Sublessorof Landlord under the Lease, (iib) be subject to any offsets offset, claim or defenses defense which Sublessee had or might shall have accrued against SublessorLandlord, (c) have any obligation with respect to any security deposited under the Lease unless such security has been physically delivered to Lender, or (iiid) be bound by (A) any previous modification of the Sublease not consented to Lease or by any previous prepayment of rent for a period greater than one (1) month In advance of its due date under the Lease, unless such modification or prepayment shall have been expressly approved in writing by Landlord or (B) Lender. Lender hereby expressly recognizes and agrees to be bound by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor all renewal and purchase options contained in advancethe Lease.

Non-Disturbance and Attornment. If Landlord shall have the Lease Agreement right to obtain from any lender (a "Mortgagee") a mortgage secured by Landlord's interest in the Premises and/or this Lease; provided, however, that this Lease, including all of the rights of Tenant under or pursuant to this Lease, shall expire be paramount to, and shall not be subject or terminate during subordinate to, any mortgage, deed of trust or other security interest instrument ("Mortgage") that may now or hereafter affect Tenant's interest in the term Premises. Any Mortgage shall contain, as required terms, the express acknowledgment that Tenant shall not be liable for the payment of this Sublease the sum secured by such Mortgage, nor for any reason other than condemnation or destruction by fire expenses in connection with the same. Neither such Mortgage nor any instrument collateral thereto shall contain any covenant or other casualtyobligation on Tenant's part to pay such debt, or if Sublessor any part thereof, or to take any affirmative action of any kind whatsoever; provided, however, that Tenant shall surrender remain liable under this Lease notwithstanding any foreclosure of Landlord's interest in the Lease Agreement to Landlord during the term Premises or any transfer of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal title to the then unexpired term Premises, and provided further that Tenant shall agree to attorn to such transferee. Such Mortgage shall expressly provide that the Mortgagee shall not seek any money judgment against Tenant related to any Mortgage obligation of Landlord. Each Mortgagee shall agree to a non-disturbance and attornment agreement which will require the Mortgagee to recognize that this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant is superior to Sublessor’s default under the Lease AgreementMortgagee's Mortgage, (ii) that Tenant shall be entitled to use and occupy the default is Premises and the Project in accordance with the terms of such a type this Lease, (iii) that Sublessee can cureTenant shall be entitled to all of its rights under this Lease, (iv) that insurance and condemnation awards and proceeds shall be disbursed as provided in this Lease, and (iiiv) Sublessee Tenant's possession of the Premises and the Project shall not be disturbed by Mortgagee or by any person whose rights are acquired through foreclosure proceedings or through a deed in fact cures lieu of foreclosure except as may be expressly provided in this Lease, and any subsequent transferee of such default within thirty rights shall be so bound provided no Event of Default occurs and is continuing under this Lease. The non- disturbance and attornment agreement may require (30x) days, where possible, that as a condition to the making of any amendment or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior modification to this Sublease continuing as a direct lease. If Lease Landlord continues this Subleasereceive the prior written consent of such Mortgagee, Sublessee (y) that such Mortgagee shall attorn to Landlord receive notice of any default claimed by or through Tenant against Landlord, and Landlord and Sublessee (z) that such Mortgagee shall have the same rightsright to cure such default as is provided the holder of any Leasehold Mortgage obtained by Tenant. Tenant shall within 10 days after receipt from Landlord execute and deliver to Landlord and Landlord's Mortgagee such estoppels and attornment agreements as may be reasonably required in connection with any proposed financing or refinancing involving the Premises and/or the Adjacent Parcel, obligations provided the terms and remedies thereunder as were had by Sublessor conditions of such estoppels or attornment agreements are consistent with the provisions of this Section 18 and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous the same do not constitute a modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethis Lease.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord, If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If the Master Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Master Lease Agreement to Landlord during the term of this Sublease, then Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Master Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementthereunder, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor Sublessor, and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s 's default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Lessee agrees that this Lease is and shall be subject to and subordinate to any mortgage, deed of trust or other instrument of security (each, a “Security Instrument”) which has been or shall be placed on the Lease Agreement land or Building of which the Premises form a part, and Lessor’s leasehold interest under the Master Lease, and this subordination is hereby made effective without any further act of Lessee, provided that with respect to any Security Instrument securing Lessor’s leasehold interest under the Master Lease, Lessor shall expire or terminate during deliver to Lessee a commercially reasonable subordination, non-disturbance and attornment agreement (each, a “SNDA”) in the term form provided by the holder of any such Security Instrument (each, a “Holder”) to evidence such subordination, at Lessee’s sole cost and expense not to exceed Ten Thousand Dollars ($10,000) (exclusive of costs, expenses and attorney's fees incurred by Lessee, all of which shall be at Lessee's sole cost an expense), which SNDA shall provide that, subject to Lessee’s compliance with the terms of this Sublease for any reason other than condemnation or destruction by fire or other casualtyLease and the SNDA, or if Sublessor shall surrender the this Lease Agreement to Landlord during the term of this Subleasewill not be terminated, Landlord and shall continue this Sublease with the same in full force and effect as if Landlord as lessor subject to the terms of the SNDA, following any foreclosure or acceptance of a deed in lieu of foreclosure. Lessor shall enforce its right to obtain non-disturbance protection under the Master Lease for any Security Instruments. Lessee shall, at any time hereinafter, on demand, execute (or provide comments to, prior to execution) any commercially reasonable instruments, releases or other documents that may be reasonably required by any Holder under any Security Instrument with respect to such subordination. Lessor shall not terminate any SNDA encumbering the Premises to which it is a party, or amend any SNDA in a manner that would adversely impact Lessee or eliminate the non-disturbance protection thereunder, without Lessee’s consent, in its sole and Sublessee as lessee had entered into absolute discretion, unless the Security Instrument shall be terminated due to a lease reconveyance, foreclosure or deed in lieu of foreclosure. To Lessor’s actual knowledge, as of such effective date for a term equal to the then unexpired term Effective Date of this Sublease and containing the same provisions as those contained in this Sublease, provided that Sixth Amendment (ia) the Lease Agreement was terminated pursuant to Sublessor’s default under only Security Instruments affecting the Lease Agreement, Premises are the “Security Documents” (ii) as defined in the default is of such a type that Sublessee can cure2014 SNDA (as defined below)), and (iiib) Sublessee that certain Subordination, Non-Disturbance and Attornment Agreement dated December 23, 2014 and recorded as Document Number 0000-0000000-00 in fact cures such default within thirty the Official Records of Contra Costa County (30the “2014 SNDA”) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior with respect to such effective date, respectively, except that Security Instruments is in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancefull force and effect.”

Non-Disturbance and Attornment. If As a condition to the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease------------------------------ subordination set forth in Section 22.1 above, Landlord shall continue deliver to Tenant, and Tenant shall execute, as soon as practical after the execution hereof, a non-disturbance and attornment agreement from any present Mortgagee, using said Mortgagee's customary form. Landlord further agrees that it shall be a condition to the subordination set forth in Section 22.1 above with respect to any future Mortgagee that Landlord deliver a non-disturbance and attornment agreement from said future Mortgagee or Ground Lessor using such Mortgagee's or Ground Lessor's then customary form, as the case may be. Tenant agrees that no action taken by the Mortgagee to enforce the Mortgage by foreclosure, or by accepting a deed in lieu of foreclosure, or by resorting to any other remedies available to the Mortgagee, shall terminate this Sublease Lease or invalidate any of the terms thereof and that Tenant will attorn to the Mortgagee, to the purchaser at a foreclosure sale, or to a grantee in a voluntary conveyance, and will recognize such entity as Landlord for the balance of the Term of the Lease, providing that, as a condition to the subordination set forth in Section 22.1 above, the Mortgagee will agree with the same force Tenant that, as long as no Event of Default shall exist and effect as if Landlord as lessor be continuing hereunder, Tenant's possession will not be disturbed by the Mortgagee. Such attornment shall be automatic and Sublessee as lessee had entered into a lease as self-operative and no further instrument shall be required for said attornment to be effective. Notwithstanding the foregoing, Tenant shall at the request of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent Mortgagee execute such further instruments as Landlord or other payment paid by Sublessee such Mortgagee may reasonably deem necessary to Sublessor in advancefurther evidence or confirm the attornment and non- disturbance set forth herein.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as HNZW/478508_3.docx/3583-1 if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.. HNZW/478508_3.docx/3583-1

Non-Disturbance and Attornment. If Landlord shall use commercially reasonable efforts to obtain from every senior landlord, if any, and every senior or junior mortgagee and holder of a deed of trust encumbering Landlord's interest in the Leased Premises (collectively, the "FEE MORTGAGEES"), a commercially reasonable agreement, in recordable form, wherein each Fee Mortgagee agrees to not disturb Tenant's possession or use of the Leased Premises or deprive Tenant of any rights or increase any of its obligations under this Lease, provided Tenant is not in default of its obligations under this Lease Agreement (the "SUBORDINATION, RECOGNITION AND NON-DISTURBANCE AGREEMENT"). Notwithstanding Landlord's satisfaction of the foregoing requirement, this Lease shall expire be subordinate to any Fee Mortgage now existing or terminate during arising after the term date of this Sublease for any reason other than condemnation or destruction by fire or other casualtyLease, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Subleaseany renewal, Landlord shall continue this Sublease with the same force and effect as extension or replacement thereof only if Landlord as lessor provides Tenant with a Subordination, Recognition and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Non-Disturbance Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct leaseexecuted by each Fee Mortgagee. If Landlord continues fails to provide such Subordination, Recognition and Non-Disturbance Agreement to Tenant for any Fee Mortgagee holding a lien or encumbrance senior to this SubleaseLease, Sublessee shall attorn to Landlord and Landlord and Sublessee Tenant shall have the same rightsright at any time thereafter, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to Tenant's receipt of such effective dateagreement, respectivelyto terminate this Lease upon sixty (60) days' prior written notice to Landlord, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.unless