Common use of Rights of Mortgagees Clause in Contracts

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Mortgagee or its nominee shall succeed to the rights of Lessor under this Lease, then at the request of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornment, Lessee shall attorn to and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this Lease. Lessee agrees at any time and from time to time to execute a suitable instrument in confirmation of Lessee’s agreement to attorn, as aforesaid.

Rights of Mortgagees. (i) This Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (and to any modifications, amendments, refinancings, or replacements thereof) (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument provided that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a Mortgage (“Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Landlord’s Mortgagee”) shall provide a commercially reasonable subordination, non-disturbance and attornment agreement to Tenant providing that, in the event CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. If any Superior [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. that Landlord’s Mortgagee or its nominee any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of Lessor under such Mortgage (“SNDA”); provided further that Landlord’s Mortgagee may elect to subordinate such Mortgage to this Lease. If this Lease is subordinate to any Mortgage and Landlord’s Mortgagee or any other party shall succeed to the interest of Landlord pursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee Tenant shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the termsTenant. Not more than twenty (20) days after Landlord’s written request, conditions and covenants as set forth in this Lease. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such commercially-reasonable instruments of subordination or attornment in confirmation of Lessee’s the foregoing agreement to attorn, as aforesaidthe Successor reasonably may request.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, ground leases and/or underlying leases and to all matters currently of record, including without limitation, deeds, easements and land disposition agreements, and the lien and terms of any mortgage, deed of trust or ground lease or similar encumbrance (collectively, with any renewals, modifications, consolidations, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthereof, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage,” and the holder thereof from time to time the “Holder”) from time to time encumbering the Premises and to each advance made thereunder, whether executed and delivered prior to or subsequent to the date of a Superior this Lease, unless the Holder shall elect otherwise. In the event that any Mortgage is herein called executed and delivered subsequent to the Effective Date, this Lease shall not be subject and subordinate to such Mortgage unless and until Landlord shall have delivered to Tenant a commercially reasonable subordination, non-disturbance agreement executed by the Holder (and the Tenant) in proper form for recording, and on such Holder’s standard form with such commercially reasonable changes thereto as may be agreed to by Tenant and such Holder (an “Superior MortgageeSNDA”). If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord (such Holder or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all Tenant; provided, that, if Tenant and such Successor have executed and delivered an SNDA, then the terms and provisions of the terms, conditions such SNDA shall govern such attornment and covenants as set forth in this Leasesubordination. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Holder or Successor reasonably may request, provided that the Holder or Successor have executed and delivered to Tenant an SNDA, and Tenant hereby appoints the Holder or Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon default of Tenant in complying with the Holder’s or Successor’s request. Notwithstanding the foregoing, Landlord shall obtain and deliver to attorn, as aforesaidTenant an SNDA from the current Holder of the Mortgage encumbering the Building prior to the Delivery Date.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each lien and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder terms of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease ismortgage, at the time referred todeed of trust or ground lease or similar encumbrance (collectively, subject and subordinateA "MORTGAGE", is herein called a “Superior Mortgage” and the holder thereof from time to time the "HOLDER") from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise provided that the Holder thereof enters into an agreement with Tenant in recordable form by the terms of which the Holder will agree, unless a Superior Default of Tenant has occurred, (1) not to disturb the rights of Tenant under this Lease thereunder and (2) to accept Tenant as tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of the Premises by such Holder through foreclosure proceedings or otherwise, which agreement shall also contain subordination and attornment provisions consistent with the provisions of this ARTICLE 14, it being agreed that such agreement shall be at the election of the Holder either (i) in a form with terms consistent with this ARTICLE 14 as reasonably agreed to by Tenant and such Holder or (ii) in the form attached hereto as EXHIBIT F. If this Lease is subordinate to any Mortgage is herein called and the “Superior Mortgagee”. If Holder or any Superior Mortgagee or its nominee other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Holder or other party, then a "SUCCESSOR"), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this LeaseTenant. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lessee’s the foregoing agreement as the Holder or Successor reasonably may request, and Tenant hereby appoints the Holder or Successor as Tenant's attorney-in-fact to attorn, as aforesaidexecute such subordination or attornment agreement upon default of Tenant in complying with the Holder's or Successor's request.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and 35. Tenant agrees that this Lease shall be subject and subordinate (i) to any loan deed or loan deeds now on the Premises and to all mortgagesadvances already made, or which may now or be hereafter affect the Leased Premisesmade on account of said loan deeds, to each the full extent of all debts and every advance made charges secured thereby and to all renewals or hereafter to be made under such mortgagesextensions of any part thereof, and to all renewalsany loan deed which any owner of the Premises may hereafter, modificationsat any time, replacements elect to place on the Premises; (ii) to any Assignment of Landlord's interest in Lease covering the Lease which now exists or which any owner of the Premises may hereafter, at any time, elect to place on the Lease; and extensions (iii) to any Uniform Commercial Code Financing Statement covering the personal property rights of Landlord or any owner of the Premises which now exists or any owner of the Premises may hereafter, at any time, elect to place on the In the event of a foreclosure pursuant to any Security Documents, Tenant shall thereafter remain bound pursuant to the terms of this Lease as if a new and identical Lease between such mortgagespurchaser at foreclosure ("Purchaser"), as Landlord, and Tenant, as Tenant, had been entered into for the remainder of the term hereof, and Tenant shall attorn to Purchaser upon such foreclosure sale and shall recognize such Purchaser as the Landlord under the Lease. This Section Such attornment shall be effective and self-operative and no without the execution of any further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or on the holder part of any such mortgage may reasonably request of the parties hereto. Tenant agrees, however, to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Mortgagee or its nominee shall succeed to the rights of Lessor under this Lease, then at the request of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornment, Lessee shall attorn to and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this Lease. Lessee agrees at any time and from time to time time, upon the request of Landlord or of Holder or any Purchaser, any instrument or certificate that may be necessary or appropriate in any such foreclosure proceeding or otherwise to execute a suitable instrument in confirmation evidence such attornment. If the Holder of Lessee’s agreement any Loan Deed or the Purchaser upon the foreclosure of any of the Security Documents shall succeed to attornthe interest of Landlord under the Lease, Holder or Purchaser, as aforesaidthe case may be, shall have the same remedies, by entry, action or otherwise for the non-performance of any agreement contained in the Lease, for the recovery of Rent or for any other default or event of default hereunder that Landlord had or would have had if any such Holder or Purchaser had not succeeded to the interest of Landlord. Any such Holder or Purchaser which succeeds to the interest of Landlord hereunder, shall not be (a) liable for any act or omission of any prior lessor (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior lessor (including Landlord); or (c) bound by any Rent or Additional Rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord); or (d) bound by any amendment or modification of the Lease made without its consent. Nothing herein contained shall be construed to permit any Holder or Purchaser to terminate the enjoyment by Tenant hereby acknowledges that if the interest of Landlord hereunder is covered by an Assignment of Landlord's Interest in Lease, Tenant shall pay all Rent due and payable under this Lease directly to the Holder of the Assignment of Landlord's Interest in Lease upon notification of the exercise of the rights thereunder by the Holder thereof.

Rights of Mortgagees. This (a) Subject to Lessees receipt of a subordination, non-disturbance and attornment agreement as set forth below, this Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or unless the holder of any such mortgage may reasonably request to evidence such subordinationMortgage (the “Mortgagee”) shall elect otherwise. Any mortgage to which If this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” subordinate to any Mortgage and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Mortgagee or its nominee shall succeed to the rights interest of Lessor under this Leasepursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee. Not more than fifteen (15) business days after Lessor’s written request, Lessee upon all agrees to execute such instruments of subordination or attornment in confirmation of the terms, conditions foregoing agreement as the Mortgagee may reasonably request. Lessor represents and covenants warrants to Lessee that there is no Mortgage in place with respect to the Premises as set forth in of the date of this Lease. However, following the execution and delivery of this Lease by Lessor and Lessee, Lessor intends to finance the Premises with a loan from First Republic Bank (the “First Republic Mortgage”). Notwithstanding the foregoing, the subordination of this Lease to a Mortgage (including, without limitation, the First Republic Mortgage) shall be conditioned upon delivery to Lessee, at Lessor’s sole cost and expense, of a written subordination, non-disturbance and attornment agreement executed and acknowledged for recordation by the Mortgagee in form reasonably acceptable to Lessee agrees at providing that in the event that the Mortgagee or any time other party shall succeed to the interest of Lessor hereunder pursuant to such Mortgage, so long as no event of default exists and from time to time to execute a suitable instrument in confirmation continues hereunder beyond the expiration of any applicable notice and cure period, Lessee’s agreement right to attornpossession of the Premises shall not be disturbed and Lessee’s other rights hereunder shall not be adversely affected by any foreclosure of such Mortgage, as aforesaidand such Successor shall assume Lessor’s obligations under this Lease thereafter arising.

Rights of Mortgagees. (i) This Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and unless Landlord’s Mortgagee shall be subject and elect otherwise. If this Lease is subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each any Mortgage and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Landlord’s Mortgagee or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee Tenant shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the termsTenant. Not more than fifteen (15) days after Landlord’s written request, conditions and covenants as set forth in this Lease. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Successor reasonably may request, and Tenant hereby appoints the Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon Tenant’s failure timely to attorncomply with the Successor’s request. Notwithstanding the foregoing, if this Lease is subordinate to a Mortgage as aforesaid., then Landlord shall use commercially reasonable efforts to obtain the written agreement of Landlord’s Mortgagee that, subject to such reasonable qualifications as such Mortgagee may impose, in the event that Landlord’s Mortgagee or any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such Mortgage. For purposes hereof, the term “commercially reasonable efforts” shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by the Mortgage. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease nonetheless shall be subordinate as aforesaid. EXECUTION VERSION

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each lien and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder terms of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease ismortgage, at the time referred todeed of trust or ground lease or similar encumbrance (collectively, subject and subordinatea "Mortgage", is herein called a “Superior Mortgage” and the holder thereof from time to time the "Holder") from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of a Superior Mortgage is herein called this Lease, unless the “Superior Mortgagee”Holder shall elect otherwise. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Holder or other party, then a "Successor"), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this LeaseTenant. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lessee’s the foregoing agreement as the Holder or Successor reasonably may request. Notwithstanding the foregoing to attornthe contrary, as aforesaidupon the written request of Tenant, Landlord shall request that any present or future Holder enter into an agreement with Tenant in such Holder's usual and customary form of subordination, non-disturbance and attornment agreement and in form and substance reasonably satisfactory to such Holder to the effect that such Holder shall recognize this Lease and Tenant's occupancy of the Premises and agrees to not disturb Tenant's possession of the Premises in the event of a foreclosure of such Holder's mortgage. Upon Tenant's written request, Landlord shall use good faith efforts to obtain such an agreement from each Holder now or hereafter holding a mortgage on the Property but failure of any such Holder to execute and deliver such an agreement with Tenant shall not affect the validity of this Lease nor entitle the Tenant to any claim, rights or causes of action against Landlord of any kind, type or nature.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, ground leases and/or underlying leases and to all matters currently of record, including without limitation, deeds, easements and land disposition agreements, and the lien and terms of any mortgage, deed of trust or ground lease or similar encumbrance (collectively, with any renewals, modifications, consolidations, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthereof, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage,” and the holder of a Superior Mortgage is herein called thereof from time to time the “Superior MortgageeHolder”) from time to time encumbering the Premises and to each advance made thereunder, whether executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord (such Holder or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this LeaseTenant. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Holder or Successor reasonably may request, and Tenant hereby appoints the Holder or Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon default of Tenant in complying with the Holder’s or Successor’s request. Landlord shall undertake commercially reasonable efforts to attornobtain a subordination, as aforesaidnon-disturbance and attornment agreement from the holder of any existing mortgage covering the Building.

Rights of Mortgagees. (i) This Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (and to any modifications, amendments, refinancings, or replacements thereof) (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument provided that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a Mortgage (“Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Landlord’s Mortgagee”. If any Superior ) shall provide a commercially reasonable subordination, non-disturbance and attornment agreement to Tenant providing that, in the event that Landlord’s Mortgagee or its nominee any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of Lessor under such Mortgage (“SNDA”); provided further that Landlord’s Mortgagee may elect to subordinate such Mortgage to this Lease. If this Lease is subordinate to any Mortgage and Landlord’s Mortgagee or any other party shall succeed to the interest of Landlord pursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee Tenant shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the termsTenant. Not more than twenty (20) days after Landlord’s written request, conditions and covenants as set forth in this Lease. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such commercially-reasonable instruments of subordination or attornment in confirmation of Lessee’s the foregoing agreement to attorn, as aforesaidthe Successor reasonably may request.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each and every advance made or hereafter to be made under such mortgages, ground leases and/or underlying leases and to all matters currently of record, including without limitation, deeds, easements and land disposition agreements, and the lien and terms of any mortgage, deed of trust or ground lease or similar encumbrance (collectively, with any renewals, modifications, consolidations, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthereof, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage,” and the holder of a Superior Mortgage is herein called thereof from time to time the “Superior MortgageeHolder”) from time to time encumbering the Premises and to each advance made thereunder, whether executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord (such Holder or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this LeaseTenant. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Holder or Successor reasonably may request, and Tenant hereby appoints the Holder or Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon default of Tenant in complying with the Holder’s or Successor’s request. Notwithstanding anything to the contrary contained herein, (a) within ten (10) business days of the execution hereof, Landlord shall deliver a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) as executed by existing Mortgagee and substantially in the form attached hereto as Exhibit I and (b) as to future Mortgagees, the effectiveness of Tenant’s subordination and agreement to attorn, as aforesaidattorn shall be contingent upon delivery by Landlord to Tenant of an SNDA with substantially similar terms thereto and Tenant agrees to execute and deliver same.

Rights of Mortgagees. This LeaseProvided Tenant receives a fully-executed original of the SNDA, and all rights of Lessee hereunderor a similar instrument reasonably acceptable to Tenant, are and this Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each lien and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder terms of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease ismortgage, at the time referred todeed of trust or ground lease or similar encumbrance (collectively, subject and subordinatea "MORTGAGE", is herein called a “Superior Mortgage” and the holder thereof from time to time the "HOLDER") from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of a Superior Mortgage is herein called this Lease, unless the “Superior Mortgagee”Holder shall elect otherwise. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Holder or other party, then a "SUCCESSOR"), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all Tenant. Tenant agrees to execute such instruments of subordination or attornment in confirmation of the terms, conditions and covenants foregoing agreement as set forth in this Leasethe Holder or Successor reasonably may request. Lessee agrees at any time and With respect to each Mortgage encumbering the Premises from time to time during the Term, Landlord and Tenant agree to execute a suitable instrument subordination, non-disturbance and attornment agreement ("SNDA") in confirmation substantially the form attached hereto as EXHIBIT G, and Landlord shall cause the current Holder of Lessee’s agreement the current Mortgage, and make reasonable efforts to attorncause any future Holder of any future Mortgage, as aforesaidto execute same, whereupon Landlord shall deliver such executed SNDA to Tenant.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall not be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each lien and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder terms of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease ismortgage, at the time referred todeed of trust or ground lease or similar encumbrance (collectively, subject and subordinate, is herein called a “Superior Mortgage” ”, and the holder of a Superior Mortgage is herein called thereof from time to time the “Superior MortgageeHolder”. ) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise provided that the Holder thereof enters into an agreement with Tenant in recordable form by the terms of which the Holder will agree, unless a Default of Tenant has occurred and remains uncured by Tenant beyond applicable grace periods, (1) not to disturb the rights of Tenant under this Lease and (2) to accept Tenant as tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of the Premises by such Holder through foreclosure proceedings or otherwise, which agreement shall also contain subordination and attornment provisions consistent with the provisions of this ARTICLE 14, it being agreed that such agreement shall be at the election of the Holder either (i) in a form with terms consistent with this ARTICLE 14 as reasonably agreed to by Tenant and such Holder or (ii) in the form attached hereto as Exhibit F. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Holder or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this LeaseTenant. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lessee’s the foregoing agreement to attorn, as aforesaidthe Holder or Successor reasonably may request.

Rights of Mortgagees. This LeaseProvided Tenant receives a fully-executed original of the SNDA, and all rights of Lessee hereunderor a similar instrument reasonably acceptable to Tenant, are and this Lease shall be subject and subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each lien and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder terms of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease ismortgage, at the time referred todeed of trust or ground lease or similar encumbrance (collectively, subject and subordinatea "Mortgage", is herein called a “Superior Mortgage” and the holder thereof from time to time the "Holder") from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of a Superior Mortgage is herein called this Lease, unless the “Superior Mortgagee”Holder shall elect otherwise. If this Lease is subordinate to any Superior Mortgagee Mortgage and the Holder or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Holder or other party, then a "Successor"), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentHolder or Successor, Lessee Tenant shall attorn to the Holder or Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all Tenant. Tenant agrees to execute such instruments of subordination or attornment in confirmation of the terms, conditions and covenants foregoing agreement as set forth in this Leasethe Holder or Successor reasonably may request. Lessee agrees at any time and With respect to each Mortgage encumbering the Premises from time to time during the Term, Landlord and Tenant agree to execute a suitable instrument subordination, non-disturbance and attornment agreement ("SNDA") in confirmation substantially the form attached hereto as Exhibit G, and Landlord shall cause the current Holder of Lessee’s agreement the current Mortgage, and make reasonable efforts to attorncause any future Holder of any future Mortgage, as aforesaidto execute same, whereupon Landlord shall deliver such executed SNDA to Tenant.

Rights of Mortgagees. (i) This Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and unless Landlord’s Mortgagee shall be subject and elect otherwise. If this Lease is subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each any Mortgage and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Landlord’s Mortgagee or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee Tenant shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the termsTenant. Not more than fifteen (15) days after Landlord’s written request, conditions and covenants as set forth in this Lease. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Successor reasonably may request, and Tenant hereby appoints the Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon Tenant’s failure timely to attorncomply with the Successor’s request. Notwithstanding the foregoing, if this Lease is subordinate to a Mortgage as aforesaid, then upon the written request of Tenant, Landlord agrees to use commercially reasonable efforts to obtain the written agreement of Landlord’s Mortgagee that, subject to such reasonable qualifications as such Mortgagee may impose, in the event that Landlord’s Mortgagee or any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such Mortgage. For purposes hereof, the term “‘commercially reasonable efforts” shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by the Mortgage. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease nonetheless shall be subordinate as aforesaid. Landlord shall use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement by and among Landlord, Tenant and Landlord’s mortgagee(s), in a form reasonably acceptable to Tenant and in recordable form, prior to the Rent Commencement Date.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to all mortgagesmatters currently of record, which may now or hereafter affect the Leased Premisesincluding without limitation, to each deeds, easements and every advance made or hereafter to be made under such mortgagesland disposition agreements, and to all the lien and terms of any mortgage, or deed of trust (collectively, with any renewals, modifications, consolidations, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthereof, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage,” and the holder of a Superior Mortgage is herein called thereof from time to time, and its successors, participants and/or assigns, the “Superior MortgageeHolder”) from time to time encumbering the Premises and to each advance made thereunder, whether executed and delivered prior to or subsequent to the date of this Lease, unless the Holder shall elect otherwise. Simultaneously with the execution hereof, Tenant has executed a Subordination, Non-Disturbance and Attornment Agreement (the “Mass Mutual SNDA”). Landlord shall endeavor to obtain an executed Mass Mutual SNDA from Babson Capital Management LLC (that is, executed as agent for the current mortgagee, Massachusetts Mutual Life Insurance Company), within thirty (30) days of the date of execution thereof by Tenant and delivery thereof to Landlord. In the event that upon Tenant’s execution of the Mass Mutual SNDA, said party has not executed the Mass Mutual SNDA within said thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to Landlord in the thirty (30) day period following expiration of the initial thirty (30) day period for delivery of the fully executed Mass Mutual SNDA, provided that any such notice of termination shall be null and void if the Mass Mutual SNDA executed by said party is obtained within thirty (30) days of Landlord’s receipt of such notice of termination. If such a termination notice is not rendered null and void as aforesaid, this Lease shall terminate, all security deposits and letters of credit delivered hereunder shall be returned, the Lease shall have no further force nor effect, and neither party shall any Superior Mortgagee further rights, responsibilities or its nominee obligations hereunder except such obligations as specifically stated to survive expiration of the Term or the earlier termination of this Lease and except that the Prior Leases shall be deemed revived and in full force and effect as if this Lease were never executed. With respect to future mortgages, the subordination described above shall take effect only at such time as such mortgagee executes a Subordination, Non- Disturbance and Attornment Agreement in the form attached hereto as Exhibit H (an “SNDA”) (as modified to include specific mortgage references, mortgagee information, and other similar information), it being agreed that Tenant’s execution of the Mass Mutual SNDA or an SNDA shall not be a pre-condition of the subordination of this Lease to any Mortgage. If the Holder or any other party shall succeed to the rights interest of Lessor under this LeaseLandlord (such Holder or other party, then at the request of such party so succeeding a “Successor”), Tenant agrees unconditionally to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornment, Lessee shall attorn to the Holder or Successor, and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor Landlord and Lessee upon all of the terms, conditions and covenants as set forth in this Lease. Lessee agrees at any time and from time to time to execute a suitable instrument in confirmation of Lessee’s agreement to attorn, as aforesaidTenant.

Rights of Mortgagees. (i) This Lease shall be subordinate to any mortgage, deed of trust or ground lease or similar encumbrance (collectively, a “Mortgage”) from time to time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, and all rights of Lessee hereunder, are and unless Landlord’s Mortgagee shall be subject and elect otherwise. If this Lease is subordinate to all mortgages, which may now or hereafter affect the Leased Premises, to each any Mortgage and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or the holder of any such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”. If any Superior Landlord’s Mortgagee or its nominee any other party shall succeed to the rights interest of Lessor under this LeaseLandlord pursuant to the Mortgage (such Mortgagee or other party, then a “Successor”), at the request election of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmentSuccessor, Lessee Tenant shall attorn to the Successor and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Lessee upon all of the termsTenant. Not more than fifteen (15) days after Landlord’s written request, conditions and covenants as set forth in this Lease. Lessee Tenant agrees at any time and from time to time to execute a suitable instrument such instruments of subordination or attornment in confirmation of Lesseethe foregoing agreement as the Successor reasonably may request, and Tenant hereby appoints the Successor as Tenant’s attorney-in-fact to execute such subordination or attornment agreement upon Tenant’s failure timely to attorncomply with the Successor’s request. Notwithstanding the foregoing, if this Lease is subordinate to a Mortgage as aforesaid, then upon the written request of Tenant, Landlord agrees to use commercially reasonable efforts to obtain the written agreement of Landlord’s Mortgagee that, subject to such reasonable qualifications as such Mortgagee may impose, in the event that Landlord’s Mortgagee or any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such Mortgage. For purposes hereof, the term “commercially reasonable efforts” shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by the Mortgage. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease nonetheless shall be subordinate as aforesaid.

Rights of Mortgagees. (a) This Lease, and all rights of Lessee Tenant hereunder, are and shall be subject and subordinate to any ground or underlying leases of the Property and to all renewals, extensions, modifications and replacements thereof, and to all mortgages, deeds of trust or similar encumbrances which may now or hereafter affect the Leased PremisesProperty, whether or not such mortgages or other encumbrances shall also cover other lands and/or buildings, and to each and every advance made or hereafter to be made under such mortgagesmortgages and other encumbrances, and to all renewals, modifications, replacements replacements, extensions and extensions consolidations of such mortgagesmortgages and other encumbrances. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Lessee Tenant shall promptly execute, acknowledge and deliver any instrument that Lessor Landlord, the lessor under any such lease or the holder of any such mortgage or other encumbrance or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called “Superior Lessor”; and any mortgage or other encumbrance to which this Lease is, at the time referred to, subject and subordinate, is herein called a “Superior Mortgage” and the holder of a Superior Mortgage Mortgage, or its successor in interest at the time referred to, is herein called the “Superior Mortgagee”. .” If any Superior Mortgagee or its nominee Mortgagee, shall succeed so elect, this Lease and the rights of Tenant hereunder, shall be superior in right to the rights of Lessor under this Leasesuch holder, then at with the request of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornment, Lessee shall attorn to and recognize such Successor Landlord as Lessee’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full same force and effect as if this Lease had been executed, delivered and recorded, or a direct lease between statutory notice hereof recorded, prior to the Successor execution, delivery and recording of any such Superior Mortgage. The election of any such Superior Mortgagee shall become effective upon either notice from such Superior Mortgagee to Tenant in the same fashion as notices from Landlord and Lessee upon all to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which the terms, conditions and covenants as set forth in Superior Mortgagee subordinates its rights under such Superior Mortgage to this Lease. Lessee agrees at any time and from time to time to execute a suitable instrument in confirmation of Lessee’s agreement to attorn, as aforesaid.

Rights of Mortgagees. This Lease, and all rights of Lessee hereunder, are and Lease shall be subject and subordinate to -------------------- all mortgagesmatters of record as of the date of this Lease, which may now and, provided that Tenant shall have received an SNDA (as hereinafter defined) from the Holder (as hereinafter defined), this Lease shall be subject and subordinate to the lien and terms of any mortgage, deed of trust or hereafter affect the Leased Premisesground lease or similar encumbrance (collectively, to each and every advance made or hereafter to be made under such mortgages, and to all with any renewals, modifications, consolidations, replacements and extensions thereof, a "Mortgage") from time to time encumbering the Premises (and to each advance made thereunder), whether such mortgage was executed and delivered prior to or subsequent to the date of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthis Lease, Lessee shall promptly execute, acknowledge and deliver any instrument that Lessor or unless the holder of any of, or lessor under, such mortgage may reasonably request to evidence such subordination. Any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called Mortgage (a “Superior Mortgage” and the holder of a Superior Mortgage is herein called the “Superior Mortgagee”"Holder") shall elect otherwise. If the Holder or any Superior Mortgagee or its nominee other party shall succeed to Landlord's title to the rights Premises or the interest of Lessor Landlord under this LeaseLease (such Holder or other party, then at the request of such party so succeeding to Lessor’s rights (the “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Lessee’s attornmenta "Successor"), Lessee Tenant shall attorn to the Holder or Successor on the terms and recognize conditions of the SNDA with such Successor Landlord as Lessee’s landlord under this Lease Holder, and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Holder or Successor and Tenant. Notwithstanding any contrary provision of this Section 14.1, Landlord shall obtain from each Holder of a current Mortgage and Lessee upon all deliver to Tenant within sixty (60) days of the termsdate hereof a written agreement with Tenant (an "SNDA"), conditions in recordable form, it being agreed that such SNDA shall include, without limitation, provisions to the effect that, in the event that the Holder, any Successor or any other party deriving its rights from a Holder shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, by foreclosure, termination, deed in lieu of foreclosure or otherwise, Tenant's right to possession shall not be disturbed, and covenants as set forth in such Holder, Successor or other party shall recognize Tenant's rights and interest under this Lease and shall assume Landlord's obligations under this Lease, subject to the reasonable and customary limitations that shall not materially compromise, diminish or interfere with Tenant's rights and interests under this Lease. Lessee agrees Such SNDA with respect to any Holder of a current or future Mortgage shall also contain subordination and attornment provisions consistent with the provisions of this Section, it being agreed (a) that such SNDA shall be, at any time the election of the Holder, either (i) in a form with terms consistent with this Section 14.1 as reasonably agreed to by Tenant and such Holder or (ii) in the form attached hereto as Exhibit G and (b) that Tenant --------- shall execute such SNDA. Upon written request by Tenant, Landlord shall also use reasonable efforts to obtain from time each Holder of a future Mortgage and deliver to time to execute a suitable instrument in confirmation of Lessee’s agreement to attorn, as aforesaidTenant an SNDA.