Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. The effectiveness of this Lease shall be conditioned upon Landlord’s representation and warranty to Tenant that there is not an existing Mortgagee on the property. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising prior to the date of such sale out of a default of any obligations of any preceding Landlord; or (iiiii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessorlessor (if such consent is required under the terms of such Mortgage or ground lease); or (iviii) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall at all times, unless Landlord shall otherwise elect, be expressly subject and subordinate at to all times to (i) any ground or underlying lease of the Real Propertycovenants, restrictions, easements and encumbrances now or hereafter existingaffecting the fee title of the Premises and to all ground and underlying leases and mortgages or financing or refinancings in any amounts, and all amendments, extensions, renewals and modifications to any such leaseand all advances thereunder, and (ii) the lien of any mortgage or trust deed which may now or hereafter encumbering fee title to be placed against or affect any or all of the Real Property and/or land or any or all of the leasehold estate under buildings and improvements now or at any such leasetime hereafter constituting a part of or adjoining the Premises, and to all amendmentsrenewals, extensionsmodifications, renewalsconsolidations, participations, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease extensions thereof. The term “mortgages” as used herein shall be superior deemed to such lease or mortgage or include trust deedindentures and deeds of trust. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination The aforesaid provisions shall be self-operative and no further certificate or instrument of subordination need shall be necessary unless required by any such Mortgagee ground or underlying lessor or mortgagee; provided however that Tenant’s subordination to any future mortgages or ground leases shall be conditioned upon such future mortgagee’s or ground lessor’s non-disturbance of Tenant so long as Tenant is not in default hereunder. In Should Landlord or any ground or underlying lessor or mortgagee desire confirmation of such subordination, howeverTenant, Tenant shall within ten (10) days following Landlord’s written request therefor, agrees to execute promptly and deliver, without charge, any reasonable certificate and all documents (in form acceptable to such ground or instrument that Landlord, Mortgagee underlying lessor or ground lessor may request. Tenant hereby constitutes Landlord as mortgagee) subordinating this Lease and Tenant’s rights hereunder. If Tenant fails to execute and deliver such documents within ten (I0) days following Landlord’s written request therefor, Landlord is hereby authorized to execute and deliver same as attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times ground or underlying leases (including renewals, extensions, modifications, consolidations and replacements thereof) which now exist or may hereafter be executed affecting the Building or the land upon which the Building is situated, or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever (iincluding renewals, extensions, modifications, consolidations and replacements thereof) now or hereafter placed on or against the Building or on or against Landlord’s interest or estate therein, or on or against any ground or underlying lease lease, without the necessity of the Real Propertyexecution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Nevertheless, now Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or hereafter existingunderlying leases, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage such mortgages or deeds of trust deed now or hereafter encumbering fee title as may be required by Landlord. Notwithstanding anything contained herein to the Real Property and/or contrary, if any mortgagee, trustee or ground lessor shall elect that this Lease is senior to the leasehold estate under any such lien of its mortgage, deed of trust or ground lease, and all amendmentsshall give written notice thereof to Tenant, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease mortgage, deed of trust or mortgage ground lease, whether this Lease is dated prior or trust deed. If any such mortgage subsequent to the date of said mortgage, deed of trust, or trust deed is foreclosed (including any sale ground lease, or the date of the Real Property pursuant to a power recording thereof. In the event of any foreclosure sale), transfer in lieu of foreclosure or if any such lease is terminated, upon request termination of the Mortgagee lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or ground lessor, lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize that party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) , provided such party acquires and accepts the Premises subject to this lease. Notwithstanding the foregoing, Landlord shall make reasonable efforts to assist Tenant in obtaining a commercially reasonable SNDA from any offset, defense current or damages arising out of a default of any obligations of any preceding future lender at no cost to Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Tenant shall, subject to a Secured Party delivering to the Tenant a non-disturbance agreement pursuant to which the Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease will continue as long as no Event of the Real PropertyDefault of Tenant has occurred, now or hereafter existing, and all amendments, extensions, renewals and modifications provide to any such lease, Secured Party an instrument (the “Subordination Agreement”) in form and (ii) the lien of content acceptable to Secured Party pursuant to which: A. this Lease and any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements or modifications thereto, and modifications all right and interest of such mortgage or trust deed and/or Tenant in and to the obligation secured therebyCypress Premises, unless such ground lease or ground lessorthe Leased Property, or mortgageand the Cypress Permit, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior subject and subordinate to such lease Secured Loan Documents; B. Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Lease for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord; C. If the Secured Party or mortgage a Subsequent Owner takes any proceedings in respect of the Cypress Premises or trust deed. If any such mortgage or trust deed is foreclosed the Leased Property (including any sale of the Real Property pursuant to a taking possession, foreclosure or power of sale), or if any such lease is terminated, upon request ) as a result of the Mortgagee or ground lessor, as occurrence of a default under the case may beSecured Loan Documents, Tenant shall attorn and be bound to such Secured Party or a Subsequent Owner under all of the terms of this Lease for the balance of the Term thereof remaining, including any renewals and/or extensions, with the same force and effect as if Secured Party or a Subsequent Owner were the landlord under this Lease, and Tenant hereby attorns to Secured Party or a Subsequent Owner as landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Cypress Premises or foreclosing under the Secured Loan Documents or otherwise becoming the permittee of the Cypress Premises or the owner of the Leased Property, but in each case subject to any conditions or restrictions imposed under or pursuant to the purchaser at Cypress Permit or otherwise imposed by the foreclosure Minister. If Secured Party exercises a power of sale or as a result of the occurrence of a default under the Secured Loan Documents, Tenant shall attorn and be bound to the ground lessor Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and extensions, with the same force and effect as if the Subsequent Owner were the landlord under this Lease, such leaseattornment to take effect automatically, as without the case execution of any further instrument on the part of the purchaser or Tenant, immediately upon the Subsequent Owner taking possession of the Cypress Premises. Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may bebe necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 11.2D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Lease and Tenant shall not be disturbed in its rights to use and occupancy under the terms of this Lease; provided, however, that Secured Party or such purchaser or ground lessor Subsequent Owner shall not be be: (i) liable for any action or omission of, or any payment required to be made by, any prior landlord (including Landlord); (ii) bound by any payment of Rent rent which Tenant might have paid for more than one the current month in advance except payments in the nature of security to any prior landlord (including Landlord); (iii) liable for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense return or damages arising out of a default application of any obligations security deposits unless Landlord actually delivers such deposits to Secured Party; (iv) liable for the cost of any preceding Improvements which are Landlord; or ’s responsibility; (iiiv) bound by any termination, surrender or amendment or modification of this Lease made without Secured Party’s written consent; or (vi) subject to any offsets or deficiencies, which Tenant might be entitled to assert against any prior landlord (including Landlord). D. Notwithstanding the written consent foregoing or anything else contained herein or elsewhere, Tenant acknowledges and agrees that if Tenant is in default under this Lease and there is a foreclosure of the Mortgagee Security Instrument (or ground lessor; a deed, vesting order or (iv) liable for any security deposits not actually received other conveyance in cash lieu of foreclosure), or other exercise by such Secured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Cypress Permit or the Leased Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or ground lessorto a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. This subordination shall be self-operative and no further certificate If the Secured Party or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverthe Subsequent Owner elects to terminate this Lease, Tenant shall execute promptly first assign all of its right, title and interest in any reasonable certificate subleases to the Secured Party or instrument that Landlord, Mortgagee Subsequent Owner at no cost to the Secured Party or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for Subsequent Owner and on behalf comply with the balance of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinthis Lease.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination. Non- disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior mortgagee wherein Tenant's right to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale peaceable possession of the Real Property pursuant to a power Demised Premises during thc Lease Term shall not be disturbed if Tenant pays the Rent and performs all of sale), or if any such lease Tenant's obligations under this Lease and is terminated, upon request of the Mortgagee or ground lessor, as the not otherwise in default in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord's interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and give Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant's rights under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This Lease is (a) If any holder of a mortgage or holder of a ground lease of property which includes the Premises, claiming title or right to the Premises or portion thereof through the Landlord, executed and recorded subsequent to the date of this Lease, shall so elect, the interest of Tenant hereunder shall be expressly subject subordinate to the rights of such holder, provided that such holder shall agree to recognize in writing the rights of Tenant under this Lease upon the terms and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existingconditions set forth herein, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its Tenant’s obligations hereunder (but without any assumption by such holder of Landlord’s obligations under this Lease); or (iib) subject to If any offset, defense or damages arising out holder of a default mortgage or holder of any obligations a ground lease of any preceding property which includes the Premises, claiming title or right to the Premises or portion thereof through the Landlord; or (iii) bound by any amendment or modification , executed and recorded prior to the date of this Lease made without shall so elect, this Lease, and the written consent rights of Tenant hereunder, shall be superior in right to the Mortgagee rights of such holder, with the same force and effect as if this Lease had been executed and delivered, and recorded, or ground lessor; or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. The election of any such holder as to Subsection (iva) liable for any security deposits not actually received above shall be exercised by notice to Tenant, in cash the same fashion as notices under this Lease are given by Landlord to Tenant, and, if such purchaser or ground lessor. This notice is given, such subordination shall be self-operative and no further certificate effective as to all advances then or instrument thereafter made by such holder under such mortgage or in connection with such ground lease. Any election as to Subsection (b) above shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of subordination need be required by any an instrument, in which such Mortgagee holder subordinates its rights under such mortgage or ground lessor. In confirmation lease to this Lease. (c) Forthwith upon the request of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee the holder of any mortgage or deed of trust affecting the Premises, or the lessor under any ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact lease affecting the Premises, claiming title or right to execute such certificate the Premises or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestportion thereof through the Landlord, Tenant shall execute and deliver reasonable instruments confirming to such party an attornment agreement providing that Tenant shall attorn to such holder or lessor in the event of a foreclosure of such mortgage or deed of trust or transfer in lieu thereof or a termination of such ground lease and incorporating such other terms and conditions as such party may reasonably require, provided that such agreement includes an agreement by such other party to recognize the rights of Tenant under this Lease. Irrespective of whether any such attornment provided agreement has been executed, Tenant shall, in the event any proceedings are brought for hereinthe foreclosure of, or in the event of exercise of the power of sale under, any mortgage or deed of trust made by Landlord, its successors or assigns, encumbering the Premises, or any part thereof, or in the event of termination of any ground lease, if so requested, attorn to the purchaser or ground lessor upon such foreclosure, sale or termination or upon any grant of a deed in lieu of foreclosure and recognize such purchaser or ground lessor as Landlord under this Lease. (d) Xxxxxx agrees on request of Xxxxxxxx to execute and deliver from time to time any instrument that Landlord may reasonably deem necessary to implement the provisions of this Section 16.1.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured seemed thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall shall, so long as such Mortgagee or ground lessor agrees not to disturb Tenant’s rights under this Lease, attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by . So long as Tenant receives a written agreement from such purchaser or ground lessor. This subordination lessor agree not to disturb Tenant’s occupancy of the Premises during the remaining Term, this subordination, shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument instrumental that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for far and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed; provided that as a condition to such subordination, commercially reasonable subordination, nondisturbance and attornment agreement (“SNDA”) shall be executed by Landlord, Tenant and the holder of the ground lease, mortgage or deed of trust which SNDA shall (i) contain a covenant to the effect that as long as Tenant shall not be in default under this Lease beyond any applicable notice and cure periods, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights of Tenant hereunder or its occupancy of the Premises be affected in any way by reason of the trust deed, or any foreclosure action, forced sale in lieu thereof or other proceeding that may be instituted in connection therewith; (ii) Tenant shall not be named as a defendant in any such foreclosure action or other proceeding; and (iii) in the event such mortgagee or beneficiary or successor of either (“Holder”) becomes owner of the Property, Building or Premises or any portion thereof, such Holder shall accept Tenant as Tenant under this Lease. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.. Landlord shall use its reasonable efforts to provide Tenant with an SNDA in the form attached hereto as Exhibit I within thirty (30) days following the date of mutual execution and delivery of this Lease. Landlord acknowledges and agrees that Tenant has (i) a loan from Comerica Bank, a Texas banking association, and (ii) a loan from Escalate Capital, each of which are secured in part by Tenant’s personal property that shall be in the Premises. Concurrent with its execution and delivery of this Lease, Landlord shall execute Landlord’s Consents to Encumbrance of Personal Property with such lenders in the forms attached hereto as Exhibit H.

Subordination and Attornment. This Lease is and shall be expressly subject and Upon the written request of Sublandlord or Landlord, Subtenant will in writing subordinate at all times its rights under this Sublease to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or deed of trust deed now or hereafter encumbering fee title in force against the Subleased Premises, the Premises, the Building or the underlying land and to all advances made or hereafter to be made upon the Real Property security thereof, and to all extensions, modifications and renewals thereunder. Subtenant shall also, upon Sublandlord's request, subordinate its rights hereunder to any ground or underlying lease, which may hereafter be executed affecting the Building and/or the leasehold estate under underlying land. Subtenant shall not subordinate its rights hereunder to any such lease, and all amendments, extensions, renewals, replacements and modifications lien other than that of such a first mortgage or trust first deed and/or of trust, except with the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the prior written consent of the Mortgagee holding such first mortgage or deed of trust. Upon the written request of Landlord or any mortgagee or any lessor under a ground or underlying lease, Subtenant shall attorn to Landlord or such mortgagee or ground or underlying lessor; , provided Landlord or such mortgagee or lessor agrees that if Subtenant is not in default under this Sublease, Subtenant's possession of the Subleased Premises in accordance with the terms of this Sublease shall not be disturbed. Such agreement shall provide, among other things, (iva) liable that this Sublease shall remain in full force and effect, (b) that Subtenant pay rent to Landlord or such mortgagee or lessor from the date of said attornment, (c) that Landlord or such mortgagee or lessor shall not be responsible to Subtenant under this Sublease except for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation obligations accruing subsequent to the date of such subordinationattornment, howeverand (d) that Subtenant, Tenant shall execute promptly in the event of foreclosure or a deed in lieu thereof or a termination of the ground or underlying lease, will enter into a new lease with Landlord or such mortgagee, lessor or other person having or acquiring title on the same terms and conditions as this Sublease and for the balance of the Sublease Term. If any reasonable certificate lender should require any modification of this Sublease as a condition of loans secured by a lien on the Premises, the Building or instrument that Landlordthe land underlying the Building, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.if any such

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leaseground or underlying lease or mortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions, and restatements of such ground or underlying lease or mortgage, and to any replacements and modifications of substitutions for such mortgage; provided, however, that as a condition to Tenant subordinating to any such mortgage or trust deed and/or ground lease, Landlord shall obtain and deliver to Tenant from any present or future mortgagee, trustee, fee owner, prime lessor or any person having an interest in the obligation secured therebyPremises superior to this Lease (a "Superior Interest") a commercially reasonable written subordination and non-disturbance agreement in recordable form, unless as specified in Article 27(b) below, which does not amend the terms of this Lease. Landlord shall, simultaneously with the placing of any mortgage on the Building, the Land, or the Project, provide Tenant with a fully executed subordination and non-disturbance agreement in recordable form and otherwise reasonably satisfactory to Tenant from all parties holding a Superior Interests in the Property. Landlord represents and warrants that, as of the date hereof, there is no Superior Interest with respect to this Lease. Upon request of any party in interest, Tenant shall execute promptly (but in any event within twenty (20) days of request therefor) such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any ground lessor or mortgagee. (b) Tenant agrees that within twenty (20) days after a request from Landlord or from the holder or proposed holder of any Mortgage, Tenant shall subordinate its interest under this Lease to the lien or interest of any Mortgage which may hereafter be executed in any amount for which the Building or Landlord's interest or estate in the Building is specified as security, by executing a Subordination, Non-Disturbance and Attornment Agreement substantially in the form attached hereto as EXHIBIT "K" and by this reference made a part hereof; provided, however, such subordination is conditioned upon the holder of any such Mortgage and Landlord executing in recordable form and delivering said Subordination, Non-Disturbance and Attornment Agreement to Tenant. Tenant agrees to make such reasonable modifications to EXHIBIT "K" as Landlord's lenders may request; provided, that, in Tenant's commercially reasonable opinion, any such modification does not change the economic terms of this Lease in a manner adverse to Tenant's position and does not materially impair Tenant's other rights under this Lease or under the form of Subordination, Non-disturbance and Attornment Agreement. Tenant shall have the right to modify or correct any certificate or warranty contained in such form which would otherwise be incorrect. (c) If any mortgagee or any lessor under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or ground lessorby separate recorded instrument, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien or security title in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (d) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such purchaser or ground lessor person shall not be (i) bound by any payment of Rent for more than one (1) month in advance advance, except payments prepayments in the nature of security for the performance by Tenant of its obligations under this LeaseLease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the express written consent of the Mortgagee mortgagee or ground lessorlessor of the Landlord, as the case may be; or (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any security deposits not actually received in cash by such purchaser act or ground lessor. This subordination shall be self-operative and no further certificate omission of any prior landlord (including Landlord); (v) subject to any offsets or instrument of subordination need be required defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such Mortgagee person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or ground lessorother proceeding. In confirmation Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such subordinationmortgagee, howeverits successors and assigns, Tenant shall execute promptly any reasonable certificate or instrument that Landlordother holder of the mortgage or note secured thereby, Mortgagee make such sale of the Demised Premises or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact Building subject to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinthis Lease.

Subordination and Attornment. This (a) Subject to Tenant’s rights under Section 23.1(b) below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. (b) Tenant’s obligation to subordinate to any Mortgagee shall be conditioned on Landlord causing such Mortgagee to sign and deliver to Tenant, within sixty (60) days of the date of full execution and delivery of this Lease, a non-disturbance agreement in substantially the form attached as Exhibit D hereto (the “SNDA”); provided, however, that (i) delivery of the SNDA executed by such Mortgagee shall be deemed satisfaction of the condition set forth in this Section 23.1(b), and (ii) Tenant shall be responsible for its own attorney’s fees, in connection with the SNDA.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, provided such amendments, extensions, renewals and modifications do not by their terms materially increase Tenant’s monetary obligations or materially increase Tenant’s non-monetary under this Lease, and (ii) the lien of any mortgage or trust deed now or or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; ; (iia) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or or (iiib) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and modifications substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such mortgage. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or trust deed and/or lease and signifies its election in the obligation secured thereby, unless such ground instrument creating its lien or lease or ground lessorby separate recorded instrument, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be. In such case, Tenant shall deliver to any such mortgagee within ten (10) days of a written request an attornment agreement whose terms are consistent with the provisions of Article 27(c), providing that Tenant shall continue to abide by and comply with the terms and conditions of this Lease in the event such mortgagee takes title to the Property, so long as the mortgagee delivers to Tenant a non-disturbance agreement (which non-disturbance agreement may be a part of the above mentioned attornment agreement), which non-disturbance agreement shall provide that so long as Tenant continues to abide by and comply with the terms and conditions of this Lease, mortgagee will permit Tenant to continue to occupy the Demised Premises. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease provided that such person delivers a non-disturbance agreement (which may be a part of the attornment agreement), which non-disturbance agreement provides that so long as Tenant continues to abide by and comply with the terms and conditions of this Lease (subject to the provisions and conditions immediately below), such person will continue to allow the Tenant to occupy the Demised Premises; and further provided, however, that no such purchaser or ground lessor person shall not be (i) bound by any payment of Rent for more than one (1) month in advance advance, except payments prepayments in the nature of security for the performance by Tenant of its obligations under this LeaseLease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the express written consent of the Mortgagee mortgagee or ground lessorlessor of the Landlord, as the case may be; or (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any security deposits not actually received in cash by such purchaser act or ground lessor. This subordination shall be self-operative and no further certificate omission of any prior landlord (including Landlord); (v) subject to any offsets or instrument of subordination need be required defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such Mortgagee person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or ground lessorother proceeding. In confirmation Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such subordinationmortgagee, howeverits successors and assigns, Tenant shall execute promptly any reasonable certificate or instrument that Landlordother holder of the mortgage or note secured thereby, Mortgagee make such sale of the Demised Premises or ground lessor may request. Tenant Building subject to this Lease. (d) Landlord hereby constitutes Landlord represents that, as Tenant’s attorney-in-fact to execute such certificate of the date of this Lease, there are no mortgages, security deeds, deeds of trust or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming other security interests encumbering the attornment provided for hereinLand or the Building.

Subordination and Attornment. This (a) Upon notice by Landlord, Tenant shall subordinate its rights under this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, lease(s) wherein Landlord is the lessee and (ii) to the lien of any mortgage mortgage(s) or deed(s) of trust deed (collectively, "Instrument"), regardless ---------- of whether such Instrument now exists or is hereafter encumbering fee title created, to the Real Property and/or the leasehold estate under all advances thereunder, to any such leaseinterest thereon, and to all amendmentsmodifications, extensionsconsolidations, renewals, replacements and modifications extensions thereof, provided the lessors, mortgagees or trustees agree to provide Tenant with an agreement of non-disturbance in a form reasonably acceptable to Tenant, agreeing to recognize this Lease and Tenant's rights hereunder in the event of termination or foreclosure under the Instrument. Tenant agrees to execute any agreement evidencing such subordination and non-disturbance in a form reasonably acceptable to Tenant, at Landlord's request. Any such lessor, mortgagee or trustee may elect to have this Lease prior to its instrument, and in the event of such mortgage election and upon notification by such lease, mortgagee or trust deed and/or the obligation secured therebytrustee to Tenant, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease said Instrument, whether this Lease is dated prior or mortgage subsequent to said Instrument. Notwithstanding anything to the contrary contained in this Lease, it shall be a condition precedent to the performance of each of Tenant's obligations under this Lease (including, without limitation, Tenant's obligation for the payment of Rent), that Tenant obtain from each lessor, mortgagee or trust deed. trustee under an Instrument presently encumbering the Premises, an agreement of non-disturbance in a form reasonably acceptable to Tenant. (b) If any such mortgage or trust deed Landlord's interest in the Premises is foreclosed transferred (including any sale of the Real Property pursuant to except in a power of sale-leaseback financing transaction), or if any such proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any Instrument, or if any lease in a sale-leaseback transaction wherein Landlord is the lessee is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale and recognize such purchaser, assignee, mortgagee or to the ground lessor under such lease, trustee as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) subject , provided such purchaser, assignee, mortgagee or trustee has executed or agrees to any offsetexecute an agreement of non-disturbance in a form reasonably acceptable to Tenant, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of recognizing this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein's rights hereunder.

Subordination and Attornment. 30.1. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage mortgage, deed of trust, or trust deed lease in which Landlord is tenant now or hereafter encumbering fee title in force against the Building or the Project and to all advances made or hereafter to be made upon the Real Property and/or security thereof without the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale necessity of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default execution and delivery of any obligations further instruments on the part of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of Tenant to effectuate such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. 30.2. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestNotwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments confirming evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. Upon request of Tenant, and at Tenant’s sole cost and expense, Landlord shall obtain and deliver to Tenant (i) a subordination, non-disturbance and attornment provided agreement in the form attached hereto as Exhibit E-1 from any present Mortgagee and in the form attached hereto as Exhibit E-2 from Ground Lessor, and (ii) from any future Mortgagee such Mortgagee’s customary form of written subordination, non-disturbance and attornment agreement in recordable form providing, among other things, that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the Mortgagee on such customary terms and conditions as such Mortgagee may reasonably require, Tenant’s rights under this Lease shall not be disturbed and shall remain in full force and effect for hereinthe Term, and Tenant shall not be joined by the Mortgagee in any action or proceeding to foreclose thereunder. 30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.

Subordination and Attornment. This Tenant agrees that this Lease is and shall be expressly be, at all times, subject and subordinate at all times to (i) the lien of any mortgage, deed of trust or other encumbrances now existing or hereafter executed which Landlord may create against the Premises, the Building or the Project, including all modifications, renewals, extensions and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying lease of the Real Propertyleases, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such leaserequire in writing that this Lease be superior thereto, and (ii) the lien of any mortgage all ground or trust deed underlying leases now existing or hereafter encumbering fee title to executed affecting the Real Property and/or Building or the leasehold estate under any such leaseProject, and including all amendments, extensionsmodifications, renewals, extensions and replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, thereof; provided, however, that regardless of any default under any such purchaser ground or underlying lease or any termination of any such ground lessor or underlying lease, so long as Tenant timely performs all covenants and conditions of this Lease and continues to make all timely payments hereunder, this Lease and Tenant’s possession and rights hereunder shall not be (i) bound disturbed by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations ground or underlying landlord, or anyone claiming under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by through any such Mortgagee ground or ground lessorunderlying landlord. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver any commercially reasonable instruments documents confirming the attornment subordination of this Lease within ten (10) days after delivery of same by Landlord, provided that with respect to any ground or underlying lease, the ground or underlying landlord agrees therein that this Lease will not be terminated if Tenant is not in default following the termination of any such ground or underlying lease. Tenant hereby agrees that a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) which is substantially in the form attached hereto as Exhibit D shall be deemed to be commercially reasonable for hereinpurposes of the immediately preceding sentence. Landlord shall use commercially reasonable efforts to obtain such a SNDA from any lender with an existing mortgage or deed of trust recorded against the Project as of the Date of this Lease within sixty (60) days after the Date of this Lease, and (ii) any future lender which may have a mortgage or deed of trust recorded against the Project within sixty (60) days after the date such mortgage or deed of trust is recorded against the Project; provided that Landlord shall not be deemed to be in default hereunder, and Tenant shall not have any grounds for termination of this Lease, abatement of Rent or other remedy should Landlord fail to obtain such SNDA.

Subordination and Attornment. This Tenant covenants and agrees that this Lease is and shall be expressly subject and subordinate at all times to (i) any mortgage, deed of trust, ground or underlying lease of the Real Property, and/or security agreement which may now or hereafter existingencumber the Building, the Land, the Premises or any interest of Landlord therein and/or the contents of the Building and to any advances made on the security thereof and to any and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensionsincreases, renewals, modifications, consolidations, replacements and modifications extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such mortgage or trust deed and/or the obligation secured therebysubordination, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may beat Landlord’s request, Tenant shall attorn execute promptly any appropriate certificate or instrument that Landlord may request, and Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or instrument for and on behalf of Tenant. In the purchaser at event of the foreclosure sale enforcement by any ground landlord, mortgagee, or to holder of any security agreement (“Successor Landlord”) of the remedies provided for by law or by such ground lessor under such lease, as mortgage, or security agreement, Tenant will automatically become the case may be, tenant of such Successor Landlord without any change in the terms or other provisions of the Lease; provided, however, that such purchaser Successor Landlord or ground lessor successor in interest shall not be (i) bound by (a) any payment of Base Rent or Additional Rent for more than one (1) month in advance except payments prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease Lease, or any waiver of the terms of this Lease, made without the written consent of such Successor Landlord, (c) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the Mortgagee date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; (d) any obligation (i) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or ground lessorotherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord; (iii) to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (ivv) liable for arising from representations and warranties related to a former Landlord; or (e) any security deposits not actually received consensual or negotiated surrender, cancellation, or termination of this Lease, in cash whole or in part, agreed upon between former Landlord and Tenant, unless effected unilaterally by such purchaser Tenant pursuant to the express terms of this Lease or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required consented to in writing by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Successor Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestSuccessor Landlord, whether before or after the enforcement of its remedies, Tenant shall execute and deliver reasonable an instrument or instruments confirming and evidencing the attornment provided herein set forth, and Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for hereinthe purpose of executing, acknowledging and delivering any such instruments and certificates. This Lease is further subject to and subordinate to all matters of record.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a “SNDA”) from the current Mortgagee on such party’s standard form; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Xxxxxx’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such ground or underlying lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord except to the extent of defaults continuing after the date of such attornment; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This The foregoing subordination shall be self-operative and no further certificate as to any future deed of trust or instrument of subordination need be required by any such ground lease is conditioned upon the Mortgagee or ground lessor. In confirmation of such lessor providing Tenant with its standard subordination, howevernon-disturbance and attornment agreement. Additionally, Tenant shall agrees to execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute request in connection with any such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do sosubordination. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. Landlord has informed Tenant that the Project is currently encumbered by a deed of trust (the “Security Instrument”). At Tenant’s sole cost and expense, Landlord shall request the Mortgagee of the existing Security Instrument to issue its standard subordination, non-disturbance and attornment agreement (“SNDA”), pursuant to which the beneficiary of such Security Instrument agrees to recognize this Lease in the event of default under such Security Instrument or sale under such Security Instrument, so long as Tenant is not in default hereunder beyond any applicable notice and cure period. Landlord’s sole obligation under this section is to use commercially reasonable efforts to cause Mortgagee to issue such SNDA. Tenant is responsible for paying all costs and expenses for such SNDA, including, without limitation, the lender attorneys’ fees and disbursements. Obtaining the SNDA is not a condition precedent or subsequent to the Lease. The failure of such lender to issue its SNDA shall not relieve Tenant of any of its obligations under the Lease or constitute a breach or default by Landlord.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Notwithstanding the foregoing, or anything contained herein to the contrary, Landlord agrees to use its “best efforts”, as that term is hereinbelow defined, to obtain a written agreement from the holder of any future Mortgage or ground lessor under any ground lease not to disturb Tenant’s possession of the Premises so long as Tenant is not in Default under this Lease, which agreement would be on such Mortgagee’s or such ground lessor’s standard (albeit commercially reasonable) form of non-disturbance agreement containing the usual and customary provisions typically contained in a non-disturbance agreement (Its “Standard Form NDA”). It is understood that the “use of best efforts” shall (i) not require or be construed to require Landlord to incur any charges or expenses in an effort to obtain such non-disturbance agreement and (ii) only require Landlord to request the non-disturbance agreement and that if the holder of any such Mortgage or ground lessor, as the case may be, refuses to grant non-disturbance, Landlord’s sole obligation hereunder shall be to advise Tenant of the rejection and to furnish Tenant with the name and address of the Mortgagee or ground lessor or the representative or officer with whom Tenant shall, at its option, be free to communicate with to request such non-disturbance agreement further provided, however, that if Tenant uses its “best efforts” to secure a Standard Form NDA and the holder of any such future Mortgage or any such ground lessor is unwilling to enter into its Standard Form NDA with Tenant for a reason other than Tenant’s Default under this Lease, this Lease shall not be subject or subordinate to such Mortgage or ground lease. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. request Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease reducing Rent or increasing Landlord's obligations made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Upon request by such successor in interest, Tenant hereby constitutes shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of this Lease to the contrary, provided that: (i) Tenant executes and delivers a subordination, nondisturbance and attornment agreement substantially in the form of Exhibit F hereto ("Nondisturbance Agreement") and complies with the provisions thereof, and (ii) Tenant is not in default under this Lease, no termination of any ground lease or underlying lease and no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant's rights under this Lease, except to the extent provided by such Nondisturbance Agreement. In the event that Landlord is unable to procure such Nondisturbance Agreement for Tenant's benefit when Tenant is entitled to such Nondisturbance Agreement, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Tenant’s attorney-in-fact Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein, provided, however, that such party shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to execute such certificate any offset, defense or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days damages arising out of a request to do sodefault of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease reducing Rent or increasing Landlord's obligations made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. Landlord represents that the Project is currently not encumbered by any Encumbrances as of the Lease Date. This Lease is and all of Tenant’s rights hereunder shall be expressly subject automatically subordinate to any and subordinate at all times Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, that, so long as Tenant is not in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or if by deed in lieu of foreclosure the Property is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), then (i) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, lessor) and (ii) Tenant shall recognize such purchaser or Encumbrancer as the lien “Landlord” under this Lease, provided that such Encumbrancer agrees not to disturb Tenant’s possession of the Premises so long as Tenant is not in default under this Lease beyond any applicable cure period. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance; provided, that, such instrument or assurance shall provide that such so long as Tenant is not in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Encumbrance. Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser or ground lessor shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) bound by liable for any payment action or omission of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations any prior Landlord under this Lease; Lease (except for any acts or omissions of which Encumbrancer had received notice in writing, and are continuing), (ii) subject to any offsetoffsets or defenses which Tenant might have against any prior Landlord (except for any offsets or defenses of which Encumbrancer had received notice in writing, defense or damages arising out of a default of any obligations of any preceding Landlord; or and are continuing), (iii) bound by any amendment or modification of this Lease made without Rent which Tenant might have paid for more than the written consent of the Mortgagee or ground lessor; current month to any prior Landlord, or (iv) liable for any security deposits Deposit or Letter of Credit (each as defined below) not actually received in cash by such purchaser or ground lessorEncumbrancer. This subordination shall Tenant agrees that the foregoing list may be self-operative and no further certificate or instrument expanded in connection with the execution of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such a subordination, howevernon-disturbance and attornment agreement by and among Landlord, Tenant shall execute promptly any and Encumbrancer, to include additional commercially reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenantlimitations on the Encumbrancer’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinliability.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (I) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Notwithstanding the foregoing, Landlord agrees that upon written request from Tenant, Landlord shall be self-operative and no further certificate or instrument of subordination need be required by request that any future Mortgagee provide a nondisturbance agreement to Tenant on such Mortgagee or ground lessorMortgagee’s standard form. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord (except that such purchaser or ground lessor shall be liable for continuing defaults, such as a continuing failure to repair and maintain); or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee on a commercially reasonable form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s commercially reasonable form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to the Declaration and all other documents relating to the condominium of which the Building forms a part and to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of the Lease to the contrary, provided that: (i) Tenant has executed and delivered a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit F hereto, with such changes thereto as any mortgagee, trustee, beneficiary or holder of other security interest ("Mortgagee") may reasonably require ("Non-disturbance Agreement") and complies with the provisions thereof, and (ii) Tenant is not in default under this Lease, no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant's rights under this Lease, except to the extent provided by such Non-Disturbance Agreement. If Tenant fails to execute and deliver any Non-disturbance Agreement within fifteen (15) days of a request therefor from Landlord, Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute and deliver such instrument. Landlord's inability to obtain the signature of any Mortgagee on any such Non- disturbance Agreement shall not constitute a default by Landlord under this Lease, but so long as default by Tenant under this Lease is not the reason for Landlord's inability to obtain such signature, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein.

Subordination and Attornment. This Lease is and Tenant’s interests and rights hereunder are and shall be expressly subject and subordinate at all times to (i) the lien of any ground or underlying lease of the Real Propertymortgage, now existing or hereafter existingcreated, on or against the Project, the Building or the Premises by Landlord, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensionsrestatements, renewals, replacements modifications, consolidations, refinancings, assignments and modifications extensions thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees upon demand to execute, acknowledge and deliver such instruments and other documents confirming such subordination as shall be requested by any such holder and Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to execute any such instruments and other documents for and on behalf of Tenant. In the event of the enforcement by any mortgagee or holder of any security agreement (“Successor Landlord”) of the remedies provided for by law, mortgage, or security agreement, Tenant will automatically become the tenant of such mortgage Successor Landlord without any change in the terms or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale other provisions of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, Lease; provided, however, that such purchaser Successor Landlord or ground lessor successor in interest shall not be (i) bound by (a) any payment of Base Rent or Additional Rent for more than one (1) month in advance except payments prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease Lease, or any waiver of the terms of this Lease, made without the written consent of such Successor Landlord, (c) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the Mortgagee date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment; (d) any obligation (i) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, If any, shall have actually been delivered to Successor Landlord by way of an assumption of escrow accounts or ground lessorotherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to such Successor Landlord; (iii) to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (ivv) liable for arising from representations and warranties related to a former Landlord; or (e) any security deposits not actually received in cash by such purchaser consensual or ground lessor. This subordination shall be self-operative and no further certificate negotiated surrender, cancellation, or instrument termination of subordination need be required by any such Mortgagee or ground lessorthis Lease. In confirmation whole or in part, agreed upon between former Landlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of such subordination, however, Tenant shall execute promptly any reasonable certificate this Lease or instrument that consented to in writing by Successor Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestSuccessor Landlord, whether before or after the enforcement of its remedies, Tenant shall execute and deliver reasonable an instrument or instruments confirming and evidencing the attornment provided herein set forth, and Tenant hereby Irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for hereinthe purpose of executing, acknowledging and delivering any such Instruments and certificates. This Lease is further subject to and subordinate to all matters of record. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by written notice to Tenant and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording, and in that event, such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, mortgages, security deeds, security assignments and any other instrument which creates a lien. Any reference to the “holder” of such mortgage shall be deemed to include the beneficiary under a deed of trust.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed, it being understood that currently there is no mortgage, ground lease or trust deed encumbering the Real Property. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, provided that such purchaser or ground lessor successor agrees not to disturb Tenant in its use and quiet enjoyment of the Premises so long as Tenant (i) is not in Default under the Lease, and (ii) Tenant and/or an Affiliate occupies no less than 79,097 rentable square feet in the Building; and further provided that such successor shall not be (i1) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; or (ii2) subject to any offsetoffsets, defense defenses or damages arising out of a default of any obligations of any preceding Landlord, except those which are continuing as of the date such purchaser succeeds to Landlord's interest; or (iii3) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessorlessor to the extent such consent is required by the terms of the mortgage, trust deed or ground lease and excluding the exercise of any options or elections contained in the Lease, including without limitation, options to renew the term, expand the Premises, rights of first offer, termination and contraction; or (iv4) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord , so long as such instrument contains a non-disturbance provision reasonably acceptable to Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so , within fifteen twenty (1520) days of a request to do so. Upon request by If Tenant fails to deliver such successor in interestcertificate or instrument within said twenty-(20) day period, Tenant such failure shall execute and deliver reasonable instruments confirming the attornment provided for hereinbe a Default hereunder.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such ground or underlying lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord except to the extent of defaults continuing after the date of such attornment; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This The foregoing subordination shall be self-operative and no further certificate as to any future deed of trust or instrument of subordination need be required by any such ground lease is conditioned upon the Mortgagee or ground lessor. In confirmation of such lessor providing Tenant with its standard subordination, howevernon-disturbance and attornment agreement. Additionally, Tenant shall agrees to execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute request in connection with any such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do sosubordination. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. Landlord represents and warrants to Tenant, as of the date of this Lease, that the Project is not currently encumbered by a ground or underlying lease or a mortgage or deed of trust.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Notwithstanding the foregoing, or anything contained herein to the contrary, Landlord agrees to use its “best efforts”, as that term is hereinbelow defined, to obtain a written agreement from the holder of any future Mortgage or ground lessor under any ground lease not to disturb Tenant’s possession of the Premises so long as Tenant is not in Default under this Lease, which agreement would be on such Mortgagee’s or such ground lessor’s standard (albeit commercially reasonable) form of non-disturbance agreement containing the usual and customary provisions typically contained in a non-disturbance agreement (its “Standard Form NDA”). It is understood that the “use of best efforts” shall (i) not require or be construed to require Landlord to incur any charges or expenses in an effort to obtain such non-disturbance agreement and (ii) only require Landlord to request the non-disturbance agreement and that if the holder of any such Mortgage or ground lessor, as the case may be, refuses to grant non-disturbance, Landlord’s sole obligation hereunder shall be to advise Tenant of the rejection and to furnish Tenant with the name and address of the Mortgagee or ground lessor or the representative or officer with whom Tenant shall, at its option, be free to communicate with to request such non-disturbance agreement further provided, however, that if Tenant uses its “best efforts” to secure a Standard Form NDA and the holder of any such future Mortgage or any such ground lessor is unwilling to enter into its Standard Form NDA with Tenant for a reason other than Tenant’s Default under this Lease, this Lease shall not be subject or subordinate to such Mortgage or ground lease. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and modifications substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such mortgage. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or trust deed and/or the obligation secured thereby, unless such ground lease and signifies its election in the instrument creating its lien or ground lessorlease or by separate recorded instrument, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchase at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter call "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such purchaser or ground lessor person shall not be (i) bound by any payment of Rent for more than one (1) month in advance advance, except payments prepayments in the nature of security for the performance by Tenant of its obligations under this LeaseLease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the express written consent of the Mortgagee mortgagee or ground lessorlessor of the Landlord, as the case may be; or (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any security deposits not actually received in cash by such purchaser act or ground lessor. This subordination shall be self-operative and no further certificate omission of any prior landlord (including Landlord); (v) subject to any offsets or instrument of subordination need be required defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such Mortgagee person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or ground lessorother proceeding. In confirmation Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Project, or any portion thereof pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Project, or any portion thereof in the manner provided in the mortgage and may, at the option of such subordinationmortgagee, howeverits successors and assigns, Tenant shall execute promptly any reasonable certificate or instrument that Landlordother holder of the mortgage or note secured thereby, Mortgagee make such sale of the Demised Premises or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact Project subject to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinthis Lease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such leasetease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s Tenants attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s Tenants failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment attainment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or Property hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage mortgage. This subordination shall be self-operative and no further certificate or trust deedinstrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord will use reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from future Mortgagees on each such Mortgagee’s standard form.

Subordination and Attornment. 30.1 This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage mortgage, deed of trust, or trust deed lease in which Landlord is tenant now or hereafter encumbering fee title in force against the Building or the Project and to all advances made or hereafter to be made upon the Real Property and/or security thereof without the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale necessity of the Real Property pursuant execution and delivery of any further instruments on the part of Tenant to a power of sale), or if any effectuate such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, subordination; provided, however, that as a condition precedent to such purchaser subordination Tenant shall receive a commercially reasonable non-disturbance agreement from (a) any mortgagee under a mortgage or beneficiary of a deed of trust covering the Premises, the Building or the Project or (b) landlord under a new lease of the land upon which or within which the Premises, the Building or the Project is located wherein Landlord is tenant (each, a “Mortgagee”). As of the Execution Date, there are no mortgages, deeds of trust or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in leases encumbering the nature of security for Project. 30.2 Notwithstanding the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestforegoing, Tenant shall execute and deliver upon demand and receipt of a commercially reasonable non-disturbance agreement such further instrument or instruments confirming evidencing subordination of this Lease to the attornment provided lien of any future mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such Mortgagee so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. 30.3 Upon written request of Landlord and opportunity for hereinTenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, subject to the provisions of Section 30.1 above, at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.

Subordination and Attornment. ​ This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Subject to Section 23.1(b), this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required in the case of any amendment or modification made or entered into to evidence the exercise by Tenant of any specific right or option provided for herein in favor of Tenant (such as the exercise of the Renewal Option or the Expansion Right) or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument consistent with this Article 23 that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment and non-disturbance provided for herein. (b) Notwithstanding the foregoing, (i) as a condition precedent to the subordination of this Lease to any future ground lease, mortgage, or deed of trust, Tenant and such future ground lessor or mortgagee shall have entered into a commercially-reasonable form subordination, non- disturbance and attornment agreement which recognizes Tenant’s rights under this Lease. Landlord hereby represents and warrants to Tenant that, as of the Date of Lease, (1) there is no ground or underlying lease of the Property, and (ii) there is no deed of trust or mortgage encumbering the Property.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantTxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantTxxxxx’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant Txxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord’s right to obtain such a subordination is subject to Landlord’s providing Tenant with a written Subordination, Non-disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that mortgagee wherein Tenant’s right to peaceable possession of the Demised Premises during the Lease Term shall not be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed disturbed if Tenant pays the Rent and performs all of Tenant’s obligations under this Lease and is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the not otherwise in default in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord’s interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant’s rights under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidation, replacements or extensions thereof, whenever made or /s/ JHH /s/ OA ---------------- ----------------- Tenant Initials Landlord Initials recorded. Landlord's right to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that mortgagee wherein Tenant's right to peaceable possession of the Demised Premises during the Lease Term shall not be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is foreclosed (including any sale of the Real Property pursuant to a power of sale)not otherwise in default, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord's interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and gives Tenant written notice thereof; this lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant's right under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. , Upon request by such successor in interest, . Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein, Further, Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (“SNDA”) for the benefit of Tenant from any current or future Mortgagee whereby the Mortgagee agrees to recognize the rights of Tenant under this Lease in the event of a foreclosure of the Mortgage held by such Mortgagee on such Mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Landlord’s failure to obtain a SNDA for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) business days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times to (i) any present and future ground or underlying lease leases of the Real Property, now Building or hereafter existing, Project and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgageeother encumbrances now or hereafter in force against the Building or Project or any part thereof, expressly provides if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or elects hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that the this Lease shall be superior to such lease or mortgage or trust deedthereto. If Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or trust deed is foreclosed in lieu thereof (including any sale of the Real Property pursuant to a power of sale), or if any such ground lease is terminated), to attorn, without any deductions or set- offs whatsoever, to the lienholder or purchaser or any successors thereto upon request of any such foreclosure sale or deed in lieu thereof (or to the Mortgagee ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such leasethis Lease, as the case may be, provided, however, except that such lienholder, purchaser or ground lessor shall not be (i) bound by liable for any payment act or omission of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this LeaseLandlord; (ii) subject to any offsetdefense, defense claim, counterclaim, set-off or damages arising out of a default of any obligations of any preceding offsets which Tenant may have against Landlord; or (iii) bound by any prepayment of Rent to Landlord made more than one month prior to its due date; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any modification, amendment or modification renewal, or termination of this Lease made without lienholder or ground lessor’s consent; (vi) liable for the written consent return or repayment of the Mortgagee Letter of Credit or any cash security deposit, unless the Letter of Credit or cash security deposit actually is paid to such lienholder purchaser or ground lessor; or (ivvii) liable obligated to perform any improvements to the Project, Building or Premises, provide monies for improvements to the Premises or to expend monies in excess of insurance proceeds or condemnation awards to restore the Premises, Building or Project after a casualty or condemnation. Landlord’s interest herein may be assigned as security at any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by time to any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may requestlienholder. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so shall, within fifteen ten business (1510) days of a request to do so. Upon request by Landlord, execute such successor further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinevent of any foreclosure proceeding or sale.

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of this Lease to the contrary, provided that: (i) Tenant pays any fees and costs associated with requesting a nondisturbance agreement, (ii) Tenant executes and delivers a subordination, nondisturbance and attornment agreement substantially in the form of Exhibit G hereto, with such changes thereto as any lessor under a ground or underlying lease or mortgagee or beneficiary may reasonably require (“Nondisturbance Agreement”) and complies with the provisions thereof, and (iii) Tenant is not in default under this Lease, no termination of any ground lease or underlying lease and no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant’s rights under this Lease, except to the extent provided by such Nondisturbance Agreement. If Tenant fails to execute and deliver any Nondisturbance Agreement within fifteen (15) days of a request therefor from Landlord, Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute and deliver such instrument. Landlord’s inability to obtain the signature of any such lessor or Mortgagee on any such Nondisturbance Agreement shall not constitute a default by Landlord under this Lease, but so long as default by Tenant under this Lease is not the reason for Landlord’s inability to obtain such signature, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein, provided, however, that such party shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor subsequent to the date of such Mortgagee’s or ground lessor’s security interest; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen 's landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor may requestor Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. If any Lender, or the lessor of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorneylandlord under this Lease, (v) Tenant shall promptly execute and deliver any commercially reasonable instruments that may be necessary to evidence such attornment, and (vi) upon such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant upon and subject to all of the provisions of this Lease. Promptly following the execution of this Lease, Landlord and Tenant shall work together to negotiate a mutually satisfactory subordination, non-in-fact disturbance, and attornment agreement among Landlord, Tenant, and any lenders or ground lessors having interests or security interests on the Project. If no such instrument is executed within 30 days of the Landlord’s execution of this Lease, Tenant may, at any time prior to the earlier of (a) the date such instrument is executed by all parties (other than Tenant, if Tenant is the last party to execute such certificate instrument), or instrument for and on behalf (b) 60 days after Landlord’s execution of Tenant upon Tenant’s failure this Lease, terminate this Lease by written notice to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinLandlord.

Subordination and Attornment. This Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except any defense or damages to the extent arising out of a default continuing after any such foreclosure or termination of lease; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Upon notice by Landlord, Tenant shall subordinate its rights under this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, lease(s) wherein Landlord is the lessee and (ii) to the lien of any mortgage mortgage(s) or deed(s) of trust deed (collectively, "Instrument"), regardless of ---------- whether such Instrument now exists or is hereafter encumbering fee title created, to the Real Property and/or the leasehold estate under all advances thereunder, to any such leaseinterest thereon, and to all amendmentsmodifications, extensionsconsolidations, renewals, replacements and modifications extensions thereof, provided the lessors, mortgagees or trustees agree to provide Tenant with an agreement of non-disturbance in a form reasonably acceptable to Tenant, agreeing to recognize this Lease and Tenant's rights hereunder in the event of termination or foreclosure under the Instrument. Tenant agrees to execute any agreement evidencing such subordination and non-disturbance in a form reasonably acceptable to Tenant, at Landlord's request. Any such lessor, mortgagee or trustee may elect to have this Lease prior to its instrument, and in the event of such mortgage election and upon notification by such lease, mortgagee or trust deed and/or the obligation secured therebytrustee to Tenant, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease said Instrument, whether this Lease is dated prior or mortgage subsequent to said Instrument. Notwithstanding anything to the contrary contained in this Lease, it shall be a condition precedent to the performance of each of Tenant's obligations under this Lease (including, without limitation, Tenant's obligation for the payment of Rent), that Tenant obtain from each lessor, mortgagee or trust deed. trustee under an Instrument presently encumbering the Premises, an agreement of non-disturbance in a form reasonably acceptable to Tenant. (b) If any such mortgage or trust deed Landlord's interest in the Premises is foreclosed transferred (including any sale of the Real Property pursuant to except in a power of sale-leaseback financing transaction), or if any such proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any Instrument, or if any lease in a sale-leaseback transaction wherein Landlord is the lessee is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale and recognize such purchaser, assignee, mortgagee or to the ground lessor under such lease, trustee as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) subject , provided such purchaser, assignee, mortgagee or trustee has executed or agrees to any offsetexecute an agreement of non-disturbance in a form reasonably acceptable to Tenant, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of recognizing this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein's rights hereunder.

Subordination and Attornment. This A. So long as Tenant is provided with a commercially reasonable form of nondisturbance agreement for Landlord’s current and any future lender or ground lessor (“Mortgagee”) providing that so long as Tenant is not in default under this Lease is beyond any applicable period of notice and cure Tenant’s possession of the Premises and rights hereunder shall not be disturbed (“SNDA”), this Lease shall be expressly subject and subordinate at all times to (i) any mortgage, deed of trust or ground lease (now existing or underlying lease hereafter placed upon the Building and/or Building Complex, or any portion thereof), including any amendment, modification, or restatement of any of such documents, (ii) any and all advances made under any mortgage or deed of trust, and (iii) all renewals, modifications, consolidations, replacements, and extensions of any such mortgage, deed of trust or ground lease. No subordination shall permit material interference with Tenant’s rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and its permitted successors and assigns as the tenant of the Real PropertyPremises and shall not disturb Tenant’s right to quiet possession of the Premises during the Term so long as no Event of Default has occurred and is continuing under this Lease. B. If any Mortgagee shall elect to have this Lease superior to the lien of the applicable mortgage, now deed of trust or hereafter existing, and all amendments, extensions, renewals and modifications to any such ground lease, and (ii) the lien shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of any mortgage trust or trust deed now ground lease, whether this Lease is dated prior or hereafter encumbering fee title subsequent to the Real Property and/or the leasehold estate under any such leasedate of said mortgage, and all amendments, extensions, renewals, replacements and modifications deed of such mortgage trust or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, the date of recording thereof. C. In confirmation of such subordination or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorposition, as the case may be, Tenant shall attorn agrees, so long as it receives a commercially reasonable SNDA, to execute such documents as may be required by Landlord or any Mortgagee to evidence the subordination of its interest herein to any of the documents described above, or to evidence that this Lease is prior to the purchaser at the foreclosure sale lien of any mortgage or to the deed of trust or any ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure Failure to do so within fifteen (15) 10 business days after written demand therefore shall constitute Tenant’s acceptance of the subordination of its interest. D. Tenant hereby agrees to attorn to all successor owners of the Building, whether or not such ownership is acquired as a result of a request to do so. Upon request by such successor in interestsale, Tenant shall execute and deliver reasonable instruments confirming through foreclosure of a deed of trust or mortgage, or otherwise so long as the attornment provided for hereinprovisions of this Section 22 are met.

Subordination and Attornment. 30.1. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage mortgage, deed of trust, or trust deed lease in which Landlord is tenant now or hereafter encumbering fee title in force against the Building or the Project and to all advances made or hereafter to be made upon the Real Property and/or security thereof without the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale necessity of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default execution and delivery of any obligations further instruments on the part of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of Tenant to effectuate such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. 30.2. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interestNotwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord on such lender’s or ground lessor’s standard form, as modified to include commercially reasonable instruments confirming comments submitted by Tenant and agreed to by such lender or ground lessor. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, it shall be a default hereunder, subject to applicable notice and cure periods. Landlord shall use commercially reasonable efforts to obtain a subordination and attornment provided agreement from any Mortgagee on such Mortgagee’s customary form, and Landlord shall use reasonable efforts to have such form modified by Tenant’s commercially reasonable comments. 30.3. Upon written request of Landlord and opportunity for hereinTenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease, subject to and in accordance with the provisions of any SNDA then in effect.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except for (x) payments in the nature of security for the performance by Tenant of its obligations under this Lease; and (y) free rent periods as set forth in Section 1.01(8) of this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding LandlordLandlord except to the extent the same continues after Mortgagee has taken possession of the Premises; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord shall use its best efforts to secure a non-disturbance agreement for the benefit of Tenant from any future mortgage lien holder on the Building, however failure to secure the non-disturbance agreement shall not be a default under this Lease.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of the Lease to the contrary, provided that: (i) Tenant has executed and delivered a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit F hereto, with such changes thereto as any mortgagee, trustee, beneficiary or holder of other security interest (“Mortgagee”) may reasonably require (“Non-disturbance Agreement”) and complies with the provisions thereof, and (ii) Tenant is not in default under this Lease, no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant’s rights under this Lease, except to the extent provided by such Non-Disturbance Agreement. If Tenant fails to execute and deliver any Non-disturbance Agreement within fifteen (15) days of a request therefor from Landlord, Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute and deliver such instrument. Landlord’s inability to obtain the signature of any Mortgagee on any such Non-disturbance Agreement shall not constitute a default by Landlord under this Lease, but so long as default by Tenant under this Lease is not the reason for Landlord’s inability to obtain such signature, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein.

Subordination and Attornment. This (a) Subject to Tenant’s rights under Section 23.1(b) below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor; provided however, in no event shall Tenant be obligated to subordinate without non-disturbance protection. In confirmation of such subordination, however, Tenant shall execute promptly (and in any event, within twenty (20) days) any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as , provided such Mortgagee or ground lessor shall agree not to disturb Tenant’s attorney-in-fact rights under this Lease in such instrument. (b) Notwithstanding the provisions of Section 23.1(a) above to execute such certificate the contrary, Landlord shall make reasonable efforts to cause any current or instrument for and on behalf of Tenant upon Tenant’s failure future Mortgagee to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute sign and deliver reasonable instruments confirming to Tenant a non-disturbance agreement on such Mortgagee’s standard form of non-disturbance agreement; provided, however, that (i) Landlord shall not be required to incur any costs in connection with such efforts, and (ii) delivery of such Mortgagee’s standard form of non-disturbance agreement shall be deemed satisfaction of the attornment provided for hereincondition set forth in this Section 23.1(b).

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-self- operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Subject to the conditions of this paragraph below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or lease, mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent that any such offset, defense or damages relates to a default of a continuing nature and of which Mortgagee or ground lessor has been given notice and an opportunity to cure as provided herein; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessorlessor (provided, Mortgagee’s consent shall not be required for any amendment or modification (a) arising out of the exercise of any of Tenant’s expansion, right of first refusal, renewal or other rights expressly set forth in the Lease, (b) relating to any assignment or sublease permitted under the Lease without Landlord’s consent, or (c) that does not materially and adversely affect the amount of Rent payable by Tenant or Landlord’s or Tenant’s material obligations and rights under the Lease); or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessorlessor (the “Subordination Conditions”). This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, howeverbut subject to Tenant’s right to receive a non-disturbance agreement as provided below, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver including reasonable instruments confirming the subordination and attornment provided for herein. As of the date of this Lease, the Building is not subject to any ground lease, mortgage or trust deed. Notwithstanding anything in this Section 23.01 to the contrary, as an express condition to Tenant’s subordination of this Lease to any subsequent mortgage or ground lease encumbering the Building or the Project and/or attornment to any Mortgagee or ground lessor, Landlord shall deliver to Tenant a non-disturbance agreement executed by any such Mortgagee or ground lessor, on the standard recordable form of such holder, provided that such form (a) shall contain the Subordination Conditions, (b) shall provide that, so long as this Lease is in effect and no Default exists, Tenant’s leasehold interest under this Lease shall not be terminated or disturbed and Tenant’s rights and privileges under this Lease shall not be interfered with by any such Mortgagee or ground lessor or any person succeeding thereto, and (c) shall not contain any provisions other than the Subordination Conditions, an attornment agreement by Tenant, a non-disturbance agreement by Mortgagee and such other provisions that do not result in any increased cost or expense to Tenant or in any other material change in the rights and obligations of Tenant hereunder without Tenant’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

Subordination and Attornment. This (a) Except as provided in subsections (c) and (d) below, and subject to subsection (e) below, this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) the lien, title and interest of any ground first-in-priority mortgage, first-in- priority deed to secure debt, first-in-priority deed of trust, or underlying lease of other first-in-priority instrument in the Real Property, nature thereof which may now or hereafter existingaffect Landlord's estate or interest in and to the Building or the land underlying the Building and to any other first-in-priority instrument encumbering the fee title of the Building or the land underlying the Building and to any modifications, and all amendmentsrenewals, consolidations, extensions, renewals and modifications to any such lease, or replacements thereof; and (ii) all ground leases which may hereafter be executed affecting the lien Building or the land underlying the Building. (b) Subsection (a) above shall be self-operative, and no further instrument of subordination shall be required by the holder of any mortgage such instrument affecting or trust encumbering the Building or the land underlying the Building. In confirmation of such subordination, Tenant shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or the holder of any such mortgage, deed now to secure debt, deed of trust, or hereafter encumbering fee title other instrument or to the Real Property and/or the leasehold estate lessor under any such ground lease, without expense, any and all instruments that may be requested by Landlord or such holder or such lessor to evidence the subordination of this Lease and all rights hereunder to any such mortgage, deed to secure debt, deed of trust, or other instrument or the grant of any such ground lease, and each such renewal, modification, consolidation, replacement, and extension thereof. (c) Tenant shall, upon demand of Landlord, at any time or times, execute, acknowledge, and deliver to Landlord or to the holder of any mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering the Building or the land underlying the Building or to the lessor under any ground lease affecting, the Building or the land underlying the Building, without expense, any and all amendmentsinstruments that may be necessary to make this Lease superior to any such mortgage, extensionsdeed to secure debt, renewalsdeed of trust or other instrument or the grant of any such ground lease, replacements and modifications each renewal, modification, consolidation, replacement, and extension thereof. (d) If the holder of any mortgage, deed to secure debt, deed of trust or other instrument affecting or encumbering the Building or the land underlying the Building or if the lessor under any ground lease affecting the Building or the land underlying the Building shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or exercise of private power of sale or delivery of a new lease, Tenant shall, at the option of such mortgage holder or trust deed and/or lessor, attorn to and recognize such successor as Tenant's landlord under this Lease as of the obligation secured therebydate of such succession to Landlord's interest and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment. Upon such attornment, unless this Lease shall continue in full force and effect as a direct lease between such successor Landlord and Tenant, subject to all of the terms, covenants, and conditions of this Lease. (e) Notwithstanding the foregoing, Tenant's agreement in Section 9.4(a) above is expressly conditioned upon Landlord obtaining, at no cost to Landlord, from any lessor under a future ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or holder of any future mortgage or trust deed. If any security deed encumbering the Building a commercially reasonable agreement (a "Nondisturbance Agreement") stating that such mortgage lessor or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorholder, as the case may be, Tenant shall attorn to will not disturb Tenant's occupancy of the purchaser at Premises in the event of a foreclosure sale of such mortgage or to the security deed or a termination of such ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall provided there is not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations a Default under this Lease; . Landlord shall be deemed to have satisfied such condition under this Section 9.4(e) if Landlord delivers to Tenant a Nondisturbance Agreement to Tenant for signature on such lessor's or holder's form of subordination, nondisturbance and attornment agreement as proposed by such lessor or holder to be used with respect to this Lease, so long as such form sets forth the nondisturbance covenant required by this Section 9.4(e) and is consistent with commercially reasonable standards for such agreements as generally used in Atlanta, Georgia. Tenant hereby expressly approves a Nondisturbance Agreement in the form attached as EXHIBIT "K' hereto. Landlord agrees to deliver a Nondisturbance Agreement substantially in the form of EXHIBIT "K' executed by Landlord and Landlord's existing mortgagee within thirty (ii30) subject to any offset, defense or damages arising out days after the date of a default this Lease. (f) In the event of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification conflict between the terms and conditions of this Lease made without and the written consent terms and conditions of any Nondisturbance Agreement executed by both Landlord and Tenant, the Mortgagee terms of such Nondisturbance Agreement shall control. (g) Landlord hereby represents and warrants that Landlord has not entered into any mortgage, deed to secure debt or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordinationlease with respect to the Building subsequent to September 1, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein1998.

Subordination and Attornment. This 24.1 Upon written request of Landlord, or any first mortgagee or first deed of trust beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in writing, subordinate its rights under this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust first deed now of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmade thereunder. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorHowever, as the case may bea condition to signing and delivering any subordination agreement, Tenant shall have the right to obtain from any lender or lessor of Landlord requesting such subordination, an agreement in writing and form reasonably acceptable to Tenant providing that, as long as Tenant is not in default under this Lease, this Lease shall remain in effect for the full Term. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease prior to its security interest regardless of the time of the granting or recording of such security interest. Promptly after the execution of this Lease, Landlord shall deliver to Tenant nondisturbance agreements in form reasonably acceptable to Tenant from the holders of all mortgages, deeds of trust or ground leases against any portion of the Project, if any. 24.2 In the event of any foreclosure sale, transfer or deed in lieu of foreclosure under any mortgage or deed of trust encumbering the Premises, or any part thereof, or in the event of a termination of a ground lease, if any, Tenant shall, if so requested, attorn to the purchaser at the foreclosure sale purchaser, grantee or to the ground lessor under (collectively, “Successor”) and recognize such lease, Successor as the case may be, Landlord under this Lease; provided, however, that Tenant’s obligation to so attorn to any Successor is expressly conditioned upon Tenant’s prior receipt from such purchaser or ground lessor shall not be (i) bound by any payment Successor of Rent for more than one month in advance except payments in a nondisturbance agreement whereby the nature of security for Successor agrees that so long as Tenant pays the performance by Tenant of its rent due and performs all other obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent Tenant’s occupancy of the Mortgagee or ground lessor; or (iv) liable for any security deposits Premises shall not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereindisturbed.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent (except to the extent such prepayment is required under this Lease), (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to provide an SDNA on Landlord’s lenders required form (which is attached as Exhibit “E”) from the lender currently holding interest in the Building superior to this Lease, PNC Bank, National Association, within 30 days following the full execution of this Lease.

Subordination and Attornment. This Lease is and shall be expressly Tenant’s rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Basic Monthly Rent or any other Rent (except to the extent such prepayment is required under this Lease), (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to provide an SONA on Landlord’s lenders required form (which is attached as Exhibit “E”) from the lender currently holding interest in the Building superior to this Lease, PNC Bank, National Association, within 30 days following the full execution of this Lease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (ia) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (iib) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, Mortgagee expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (ia) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; , (iib) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; , except to the extent said default is ongoing, relates to the physical condition of the Property and is not diligently cured by such purchaser or ground lessor after such purchaser or ground lessor takes possession of the Real Property, in which case such purchaser or ground lessor shall, subject to the terms of this Lease, be liable for damages arising on and after the date it succeeded to Landlord's title hereunder, or (iiic) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (ivd) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord hereby represents to Tenant that there is no Mortgage or ground lease on the Property as of the date of this Lease. This Lease shall only be subordinate to Mortgages and ground leases entered after the date of this Lease if the holders thereof agree in writing substantially in the form attached as Exhibit I to (i) recognize this Lease and not disturb Tenant's occupancy hereunder, except in the exercise of its (or its designee's) rights as Landlord hereunder, and (ii) make proceeds of casualty and condemnation available to Landlord for restoration as provided by this Lease.

Subordination and Attornment. This (a) Subject to Section 23.01(b) hereof, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of the Lease to the contrary, provided that: (i) Tenant has executed and delivered a subordination, nondisturbance and attornment agreement substantially in the form of EXHIBIT E hereto, with such changes thereto as any lessor under a ground or underlying lease or mortgagee or beneficiary may reasonably require ("Nondisturbance Agreement") and complies with the provisions thereof, and (ii) Tenant is not in default under this Lease, no termination of any ground lease or underlying lease and no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant's rights under this Lease, except to the extent provided by such NonDisturbance Agreement. If Tenant fails to execute and deliver any Nondisturbance Agreement within fifteen (15) days of a request therefor from Landlord, Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute and deliver such instrument. Landlord's inability to obtain the signature of any such lessor or Mortgagee on any such Nondisturbance Agreement shall not constitute a default by Landlord under this Lease, but so long as default by Tenant under this Lease is not the reason for Landlord's inability to obtain such signature, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein, provided, however, that such party shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject the estate, interest and rights hereby created are subordinate at all times to (ia) any ground mortgage now or underlying hereafter placed upon the Building or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and (b) any lease of the Real PropertyLand or any estate or interest therein, now or hereafter existing, and to all amendmentsrenewals, extensionsmodifications, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewalsconsolidations, replacements and modifications extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee, ground lessor or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term. Notwithstanding the foregoing, any mortgagee or ground lessor may, at any time, subordinate its mortgage or ground lease to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease without regard to their respective dates of execution and delivery, and in that event, such mortgagee or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that lessor shall have the same rights with respect to this Lease shall be superior as though it had been executed prior to such lease or the execution and delivery of the mortgage or trust deedground lease. If Tenant, if requested by Landlord, shall execute any such mortgage instruments in recordable form as may be reasonably required by Landlord in order to confirm or trust deed is foreclosed (including any sale effect the subordination or priority of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessorthis Lease, as the case may be, and the attornment of Tenant shall attorn to future landlords in accordance with the terms of this Article. Notwithstanding anything to the purchaser at contrary above, so long as Tenant is not in default hereunder, Tenant’s occupancy of the foreclosure sale or to the ground lessor Demised Premises, and its rights under such lease, as the case may be, provided, however, that such purchaser or ground lessor this Lease shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of disturbed as a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent result of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This foregoing subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinattornment.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at to the lien of all times to (i) any ground or underlying lease present and future mortgages and/or deeds of trust encumbering the Real PropertyLeased Premises, now or hereafter existingall present and future advances under such mortgages and/or deeds of trust, and all amendmentsrenewals, extensions, renewals and modifications to modifications, recastings or refinancings of such mortgages and/or deeds of trust. Lessee agrees that, in the event any proceedings are brought under or for the foreclosure of any such leasemortgage and/or deed of trust, and (ii) Lessee shall, if requested to do so by the lien of any mortgage beneficiary under or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications holder of such mortgage and/or deed of trust or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior by any successor in interest to such lease beneficiary or mortgage holder, automatically become the lessee of such beneficiary, holder or trust deed. If any successor in interest and shall automatically attorn to such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)beneficiary, or if any holder and/or successor in interest and recognize such lease is terminatedbeneficiary, upon request of the Mortgagee or ground lessor, holder and/or successor in interest as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Lessor under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordinationattornment, however, Tenant shall Lessee shall, at the request of Lessor or any beneficiary, holder or successor in interest, promptly execute promptly any reasonable requisite or appropriate certificate or instrument other document for the benefit of such beneficiary, holder and/or successor in interest. (b) In the event that, after the date of this Lease, a bona fide loan shall be made by an insurance company, savings bank, commercial bank, trust company, or other lender and secured by a mortgage or deed of trust constituting a lien against any portion of the Leased Premises and said lender shall complete, execute and acknowledge a subordination, attornment, and non-disturbance agreement, then and in that Landlordevent, Mortgagee Lessee shall subordinate this Lease to said mortgage or ground lessor may deed of trust by executing and acknowledging the said subordination, attornment and non-disturbance agreement. (c) Upon any assignment or termination of Lessor's interest in the Leased Premises, Lessee shall, upon request, attorn in writing to the new owner of the Leased Premises and shall pay to the new owner all rents and other monies required to be paid and perform all of the other obligations of Lessee under this Lease. Tenant hereby constitutes Landlord Following any sale by Lessor of the property of which the Leased Premises are a part, all obligations to the assigning Lessor to Lessee shall cease and termination and Lessee shall look solely to the successor for the performance of Lessor's duties hereunder. (d) Notwithstanding the foregoing, this Lease shall not be terminated so long as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf Lessee is not in default of Tenant upon Tenant’s failure to do so any provisions in this Lease. (e) Lessor shall, within fifteen (15) days after the date hereof (or prior to the effective date of a request to do so. Upon request by any encumbrance mentioned in this Section 28 created after the date hereof) obtain from the holder of any such encumbrance, an agreement whereby if such holder or any successor in interestinterest shall come into possession of the Leased Premises, Tenant or any part thereof, by dispossession, foreclosure or otherwise, or shall execute and deliver reasonable instruments confirming become the attornment provided for hereinowner of such property, or take over the rights of Lessor to such property, said holder shall not disturb the possession, use or enjoyment of the Leased Premises by Lessee, its successors or assigns, nor disaffirm this Lease or Lessee's rights or estate granted hereunder, so long as Lessee performs all of its obligations in accordance with the terms of this Lease.

Subordination and Attornment. This (a) Subject to Tenant’s rights under Section 23.1(b) below, this Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, subject to compliance and in accordance with Tenant’s rights under Section 23.1(b) below, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding landlord, including Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. (b) Tenant’s obligation to subordinate to any Mortgagee shall be conditioned on Landlord, at its sole cost and expense, causing such Mortgagee to sign and deliver to Tenant a non-disturbance agreement in substantially the form attached as Exhibit D hereto (the “SNDA”); provided, however, that (i) delivery of a fully executed SNDA by such Mortgagee shall be deemed satisfaction of the condition set forth in this Section 23.1(b), and (ii) Tenant shall be responsible for its own attorney’s fees in connection with the SNDA.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedPremises. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The provisions of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Paragraph shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may reasonably request to evidence such subordination, provided that any such instruments shall contain language providing that so long as Tenant is not in default under this Lease, the beneficiary under such subordination instrument will not disturb Tenant's quiet possession of the Premises. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease. If any Lender, or the lessor of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rental, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant's landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may request. be necessary to evidence such attornment, (vi) Tenant hereby constitutes irrevocably appoints Landlord (and such successor landlord) as Tenant’s 's special attorney-in-fact to execute and deliver such certificate or instrument for and instruments on behalf of Tenant, and (vii) upon such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant upon Tenant’s failure and subject to do so within fifteen (15all of the provisions of this Lease. If any Lender requests reasonable amendment(s) days of a request to do sothis Lease at any time during the Term, then Tenant shall not unreasonably withhold or delay its written consent to such amendment(s). Upon request by such successor Notwithstanding anything to the contrary contained in interestthis Lease, Tenant shall not be required to execute any documents subordinating this Lease or attorning to any successor-in-interest or ground lessor, unless such successor-in-interest or ground lessor assumes, in writing, all obligations of the Landlord under this Lease from and deliver reasonable instruments confirming after the attornment provided for hereindate such successor-in-interest or ground lessor succeeds to the interests of Landlord under this Lease. Furthermore, any such successor-in-interest or ground lessor who succeeds to Landlord's interest under this Lease shall, to the extent the Landlord delivers any security deposit held by Landlord to such successor-in-interest or ground lessor, assume Landlord's obligations under this Lease with respect to such security deposit.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedmortgage. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall shall, provided that such Mortgagee or ground lessor agrees not to disturb Tenant’s rights under this Lease if Tenant is not in Default hereunder, attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative self‑operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any commercially reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact attorney‑in‑fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a "SNDA") from the current Mortgagee in a form reasonably acceptable to Tenant; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Tenant’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee (with such commercially reasonable modifications as may be requested by Tenant and approved by such Mortgagee).

Subordination and Attornment. This Lease is and shall be expressly subject and Upon the written request of Sublandlord or Landlord, Subtenant will in writing subordinate at all times its rights under this Sublease to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or deed of trust deed now or hereafter encumbering fee title in force against the Subleased Premises, the Premises, the Building or the underlying land and to all advances made or hereafter to be made upon the security thereof, and to all extensions, modifications and renewals thereunder. Subtenant shall also, upon Sublandlord's request, subordinate its rights hereunder to any ground or underlying lease, which may hereafter be executed affecting the Building and/or the underlying land. Subtenant shall not subordinate its rights hereunder to any lien other than that of a first mortgage or first deed of trust, except with the prior written consent of the Mortgagee holding such first mortgage or deed of trust. Upon the written request of Landlord or any mortgagee or any lessor under a ground or underlying lease, Subtenant shall attorn to Landlord or such mortgagee or ground or underlying lessor, provided Landlord or such mortgagee or lessor agrees that if Subtenant is not in default under this Sublease, Subtenant's possession of the Subleased Premises in accordance with the terms of this Sublease shall not be disturbed. Such agreement shall provide, among other things, (a) that this Sublease shall remain in full force and effect, (b) that Subtenant pay rent to Landlord or such mortgagee or lessor from the date of said attornment, (c) that Landlord or such mortgagee or lessor shall not be responsible to Subtenant under this Sublease except for obligations accruing subsequent to the Real Property and/or date of such attornment, and (d) that Subtenant, in the leasehold estate under any such event of foreclosure or a deed in lieu thereof or a termination of the ground or underlying lease, will enter into a new lease with Landlord or such mortgagee, lessor or other person having or acquiring title on the same terms and all amendments, extensions, renewals, replacements conditions as this Sublease and modifications for the balance of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deedSublease Term. If any such mortgage lender should require any modification of this Sublease as a condition of loans secured by a lien on the Premises, the Building or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale)land underlying the Building, or if any such lease modification is terminatedrequired as a condition to a ground or underlying lease, upon Subtenant will approve and execute any such modifications, promptly after request by Sublandlord provided no such modification shall relate to the rent payable hereunder, the length of the Mortgagee Term or ground lessor, as otherwise materially change the case may be, Tenant shall attorn to the purchaser at the foreclosure sale rights or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; Sublandlord or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinSubtenant.

Subordination and Attornment. 30.1 This Lease is and shall be expressly subject and subordinate at all times to (i) the lien of any ground mortgage, deed of trust, or underlying lease of the Real Property, in which Landlord is tenant now or hereafter existingin force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided with respect to any future mortgage, deed of trust, or lease in which Landlord is tenant, such subordination shall be subject to Tenant’s receipt of a commercially reasonable nondisturbance agreement. Landlord warrants to Tenant that there is not currently any financing encumbering the Project or Building; however the Property is subject to a ground lease as described in Exhibit A-1 attached (the “Ground Lease”). Not more than thirty (30) days after the Execution Date, Landlord will obtain from the ground lessor under the Ground Lease a Ground Lessor Recognition and all amendmentsNon-Disturbance Agreement in the form attached to this Lease as Exhibit J, extensionsor such other form as is reasonably acceptable to Tenant and the ground lessor. Landlord shall be responsible for the cost of recording such Ground Lessor Recognition and Non-Disturbance Agreement, renewals including any transfer or other taxes incurred in connection with such recordation. If Landlord has not obtained a Ground Lessor Recognition and modifications Non-Disturbance Agreement from the ground lessor within sixty (60) days after the Execution Date then Tenant will be entitled to a credit against Rent in the amount of $500.00 for each day after the end of such sixty (60) day period until Landlord obtains the required Ground Lessor Recognition and Non-Disturbance Agreement from Ground Lessor. 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord; provided that such instrument includes a commercially reasonable nondisturbance agreement. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (ii10) days after written request therefor, such failure shall constitute a Default under this Lease. 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the lien terms of this Lease or materially adversely affecting Tenant’s quiet enjoyment of the Premises, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust deed now or hereafter encumbering fee title to made by Landlord covering the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may bePremises, Tenant shall attorn to the purchaser at the upon any such foreclosure or sale or to the ground lessor under such lease, as the case may be, provided, however, that and recognize such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations as Landlord under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by 00056263.8 52 any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This (a) Except as provided in subparagraph (c) below with respect to mortgage subordination, this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage first mortgage, deed to secure debt, deed of trust, or trust deed other instrument in the nature thereof which may now or hereafter affect Landlord's interest in the Premises and to any other instrument encumbering fee title the Landlord's interest in the Premises and to the Real Property and/or the leasehold estate under any such leasemodifications, and all amendmentsrenewals, consolidations, extensions, renewals, or replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed thereof. (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be b) Subparagraph (ia) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination above shall be self-operative operative, and no further certificate or instrument of subordination need shall be required by the holder of any such Mortgagee or ground lessorinstrument. In confirmation of such subordination, howeverTenant shall, upon reasonable demand, at any time or times, execute, acknowledge, and deliver to Landlord or the holder of any such mortgage, deed to secure debt, deed of trust, or other such instrument, without expense, any and all instruments that may be requested by such holder to evidence the subordination of this Lease and all rights hereunder to the lien of any such mortgage, deed to secure debt, deed of trust, or other instrument, and each such renewal, modification, consolidation, replacement, and extension thereof. (c) Tenant shall, upon reasonable demand, at any time or times, execute, acknowledge, and deliver to Landlord or to the holder of any mortgage, deed to secure debt, deed of trust, or other instrument affecting or encumbering the Landlord's interest in the Premises, without expense, any and all instruments that may be necessary to make this Lease superior to the lien of any such mortgage, deed to secure debt, deed of trust or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof. (d) If the holder of any mortgage, deed to secure debt, deed of trust or other instrument affecting or encumbering Landlord's interest in the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease, Tenant shall, at the option of such holder, subject to receipt by Tenant of a satisfactory nondisturbance agreement which shall execute promptly any reasonable certificate or instrument that not impose rights of offset for past defaults of Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord attorn to and recognize such successor as Tenant’s attorney-in-fact to execute such certificate or instrument for 's landlord under this Lease and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver reasonable instruments confirming any instrument that may be necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant, subject to all of the attornment provided for hereinterms, covenants, and conditions of this Lease.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existingaffecting the Premises. The provisions of this Paragraph shall be self‑operative, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien no further instrument of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen 's landlord under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. This Unless Landlord or any beneficiary or mortgagee with a lien on the Building or Project or any ground lessor with respect to the Building or Project elects otherwise as provided below, this Lease is and shall be expressly subject and subordinate at all times to the following without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination: (a) The lien and provisions of any mortgage, deed of trust, or declaration of covenants, conditions and restrictions which may now exist or hereafter be executed by which the Building, the Project, any ground lease, or Landlord’s interest or estate in any of those items, is encumbered; and (b) All ground leases which may now exist or hereafter be executed affecting the Building or the Project. Landlord, any such beneficiary or mortgagee, or any such ground lessor, shall at any time have the right to elect to subordinate or cause to be subordinated to this Lease any such liens and provisions or ground lease. Any such election under the preceding sentence shall be made by giving notice thereof to Tenant at least sixty (60) days before the election is to become effective. If any ground lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, at the election of any successor-in-interest to Landlord and notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord. Tenant waives any right to declare this Lease terminated or otherwise ineffectual because of any such foreclosure, conveyance or ground lease termination. Tenant shall execute and deliver, within ten (10) days after demand by Landlord and in the form and content reasonably requested by Landlord, any additional documents required by a Lender evidencing the priority or subordination of this Lease and Tenant’s obligation to attorn to and become the Tenant of any successor-in-interest to Landlord as provided for under this Section 21; provided that such additional documents shall not (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its increase Tenant’s monetary obligations under this Lease; , (ii) subject to any offsetextend or reduce the Term, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment except to a de minimis extent, otherwise decrease Landlord's obligations or modification of Tenant’s rights under this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser except to a de minimis extent, otherwise increase Tenant's other obligations or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request’s rights under this Lease. Tenant hereby constitutes irrevocably appoints Landlord as Tenant’s attorney-in-fact of Tenant to execute execute, deliver and record any such certificate or instrument for subordination, non-disturbance and attornment agreement in the name and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantXxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantXxxxxx’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant Xxxxxx shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a "SNDA") from the current Mortgagee on such party’s standard form; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Xxxxxx’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment attainment provided for herein.

Subordination and Attornment. This Landlord shall have the right to subordinate this Lease is and shall be expressly subject and subordinate at all times to (i) any future ground Lease, deed of trust or underlying lease of mortgage encumbering the Real Property, now or hereafter existingDemised Premises, and all amendments, extensions, renewals advances made on the security thereof and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Nondisturbance and modifications of such mortgage or trust deed and/or Attornment Agreement from the obligation secured thereby, unless such ground lease or ground lessor, beneficiary or mortgage, trust deed or Mortgagee, expressly provides or elects that mortgagee wherein Tenant's right to peaceable possession of the Demised Premises during the Lease Term shall not be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is foreclosed (including any sale of the Real Property pursuant to a power of sale)not otherwise in default, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the in which case may be, Tenant shall attorn to the purchaser at transferee of or successor to Landlord's interest in the foreclosure sale Demised Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the lien of its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease shall be deemed superior to the ground lessor under such lease, as deed of trust or mortgage whether this Lease is dated prior or subsequent to the case may bedate of the ground lease, provided, however, that such purchaser deed of trust or ground lessor shall not be (i) bound by any payment mortgage or the date of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations recording thereof. Tenant's rights under this Lease; (ii) subject , unless specifically modified at the time this Lease is executed, are subordinated to any offsetexisting ground lease, defense deed of trust or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without mortgage encumbering the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinDemised Premises.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals Concert USA Suite 700 BB&K/Northwest Point Xxxx 00 xx 00 xxxewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall agree that Tenant's quiet and peaceful possession of the Premises under this Lease shall not be disturbed so long as Tenant pays all Rent and other charges required hereunder and is not in default of any other covenant or obligation of Tenant hereunder; provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly within ten (10) business days any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative self‑operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact attorney‑in‑fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a "SNDA") from the current Mortgagee on such party’s standard form; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Tenant’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee.

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and modifications substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such mortgage. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or trust deed and/or lease and signifies its election in the obligation secured thereby, unless such ground instrument creating its lien or lease or ground lessorby separate recorded instrument, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination or any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such purchaser or ground lessor person shall not be (i) bound by any payment of Rent for more than one (1) month in advance advance, except payments prepayment in the nature of security for the performance by Tenant of its obligations under this LeaseLease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the express written consent of the Mortgagee mortgagee or ground lessorlessor of the Landlord, as the case may be; or (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any security deposits not actually received in cash by such purchaser act or ground lessor. This subordination shall be self-operative and no further certificate omission of any prior landlord (including Landlord); (v) subject to any offsets or instrument of subordination need be required defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such Mortgagee person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or ground lessorother proceeding. In confirmation Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such subordinationmortgagee, howeverits successors and assigns, Tenant shall execute promptly any reasonable certificate or instrument that Landlordother holder of the mortgage or note secured thereby, Mortgagee make such sale of this Demised Premises or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact Building subject to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinthis Lease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at to all times ground or underlying leases (including renewals, extensions, modifications, consolidations and replacements thereof) which now exist or may hereafter be executed affecting the Building or the land upon which the Building is situated, or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever (iincluding renewals, extensions, modifications, consolidations and replacements thereof) now or hereafter placed on or against the Building or on or against Landlord’s interest or estate therein, or on or against any ground or underlying lease lease, without the necessity of the Real Propertyexecution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Landlord shall use commercially reasonable efforts to obtain a commercially reasonable non-disturbance agreement for the benefit of Tenant from the holder of any ground or underlying lese and mortgage or deed of trust senior to this Lease. Nevertheless, now Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or hereafter existingunderlying leases, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage such mortgages or deeds of trust deed now or hereafter encumbering fee title as may be required by Landlord. Notwithstanding anything contained herein to the Real Property and/or contrary, if any mortgagee, trustee or ground lessor shall elect that this Lease is senior to the leasehold estate under any such lien of its mortgage, deed of trust or ground lease, and all amendmentsshall give written notice thereof to Tenant, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior deemed prior to such lease mortgage, deed of trust or mortgage ground lease, whether this Lease is dated prior or trust deed. If any such mortgage subsequent to the date of said mortgage, deed of trust, or trust deed is foreclosed (including any sale ground lease, or the date of the Real Property pursuant to a power recording thereof. In the event of any foreclosure sale), transfer in lieu of foreclosure or if any such lease is terminated, upon request termination of the Mortgagee lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or ground lessor, lessor as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, and recognize that party as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations Landlord under this Lease; (ii) , provided such party acquires and accepts the Premises subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinlease.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, any Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn attorney to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Notwithstanding the self-operative subordination, non-disturbance and attornment provided in this Lease, within ten (10) days after Landlord’s written request therefor, Tenant shall execute any and all documents required by Landlord, or any Mortgagee evidencing this Lease to be subordinate to the lien of any such lease, mortgage or deed of trust, as the case may be provided that such document grants Tenant non-disturbance under such entity’s then customary form and recognizes Tenant’s rights hereunder. Tenant appoints Landlord as Tenant’s attorney-in-fact to execute such documents on behalf of Tenant if Tenant does not do so.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative self‑operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact 's attorney‑in‑fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination Notwithstanding the foregoing, Landlord agrees that upon written request from Tenant, Landlord shall be self-operative and no further certificate or instrument of subordination need be required by request that any future Mortgagee provide a nondisturbance agreement to Tenant on such Mortgagee or ground lessorMortgagee’s standard form. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of after a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure.

Subordination and Attornment. This Lease is and shall be expressly Tenant's rights under this Lease are subject and subordinate at all times to (i) any mortgage, deed of trust, ground lease, or underlying lease of the Real Property(and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) affecting the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, Premises; provided, however, that such purchaser mortgagor, beneficiary or ground lessor has executed a commercially reasonable Subordination and Non-Disturbance Agreement providing that the Lease and Tenant occupancy shall not be (i) bound by any payment disturbed so long as Tenant is not in an Event of Rent for more than one month in advance except payments in Default under the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification . The provisions of this Lease made without the written consent Paragraph shall be self‑operative, and no further instrument of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessorrequired. In confirmation of such subordination, however, Tenant shall promptly execute promptly and deliver any commercially reasonable certificate or instrument 33 American Assets Trust – Lease Form 1/31/2023 instruments that Landlord, Mortgagee any Lender, or the lessor under any ground or underlying lease, may request to evidence such subordination, provided such instrument contains customary non-disturbance language in favor of Tenant and is consistent with the provisions of the next sentence including, without limitation, a Subordination, Attornment, and Non-Disturbance Agreement in the form to be commercially reasonable and acceptable to Lender. If any Lender, or the lessor may request. of any ground or underlying lease affecting the Premises, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant hereby constitutes might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Xxxxxx's landlord under this Lease and such successor shall not disturb Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen possession under this Lease, (15v) days of a request to do so. Upon request by such successor in interest, Tenant shall promptly execute and deliver any commercially reasonable instruments confirming that may be necessary to evidence such attornment and non-disturbance, (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or not) between such successor landlord and Tenant upon and subject to all of the attornment provided provisions of this Lease, and (vii) Tenant shall be entitled to quiet enjoyment of the Premises for hereinso long as Tenant is not in default under the terms of this Lease or any substitute lease referenced above. Notwithstanding the preceding provisions of this Paragraph, if any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant that this Lease shall be deemed prior to such ground lease, deed of trust, or mortgage, whether this Lease is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall be deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be deemed to be subordinate to this Lease.

Subordination and Attornment. This (a) Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, consolidations, extensions, and restatements of such mortgage, and to any replacements and modifications substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such mortgage. (b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or trust deed and/or lease and signifies its election in the obligation secured thereby, unless such ground instrument creating its lien or lease or ground lessorby separate recorded instrument, or mortgage, trust deed or Mortgagee, expressly provides or elects that the then this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such purchaser or ground lessor person shall not be (i) bound by any payment of Rent for more than one (1) month in advance advance, except payments prepayments in the nature of security for the performance by Tenant of its obligations under this LeaseLease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the express written consent of the Mortgagee mortgagee or ground lessorlessor of the Landlord, as the case may be; or (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any security deposits not actually received in cash by such purchaser act or ground lessor. This subordination shall be self-operative and no further certificate omission of any prior landlord (including Landlord); (v) subject to any offsets or instrument of subordination need be required defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such Mortgagee person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or ground lessorother proceeding. In confirmation Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such subordinationmortgagee, howeverits successors and assigns, Tenant shall execute promptly any reasonable certificate or instrument that Landlordother holder of the mortgage or note secured thereby, Mortgagee make such sale of the Demised Premises or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact Building subject to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for hereinthis Lease.

Subordination and Attornment. Landlord represents and warrants that as of the date hereof there is no deed of trust or mortgage affecting the Property or an portion thereof or any ground or underlying lease affecting Real Property. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed, provided, however, that the subordination of this Lease to any mortgage, deed of trust ground or underlying lease hereafter affecting the Property is expressly conditioned upon Tenant and the mortgagee or lessor (as applicable) entering into a subordination, nondisturbance and attornment agreement substantially in the form of Exhibit "K" attached hereto and made a part hereof, or such other form proposed by the mortgagee or lessor (as applicable) which shall contain terms and conditions no more adverse to Tenant than contained in the form attached as Exhibit "K". If any such mortgage or trust deed is foreclosed foreclosed, (including any the sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s 's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s 's failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Tenant acknowledges that prior to the date hereof, Landlord has provided Tenant with the standard form non-disturbance and attornment agreement presently used by Landlord’s existing Mortgagee. Within 60 days after Landlord’s receipt of Tenant’s comments to such standard form, Landlord shall obtain for Tenant a subordination, non-disturbance and attornment agreement from Landlord’s existing Mortgagee, in such standard form (provided that such form is commercially reasonable). In addition, Landlord shall use commercially reasonable efforts (but without being obligated to commence any legal or arbitration proceeding and without the expenditure of unreimbursed sums (other than reasonable expenses that a landlord normally incurs in attempting to obtain a subordination, non-disturbance and attornment agreement for its tenant, such as Landlord’s attorneys’ fees)) to obtain for Tenant a subordination, non-disturbance and attornment agreement from all future Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee and/or Lessor (provided that such form is commercially reasonable). Upon Landlord’s satisfaction of the foregoing, which shall include the Mortgagee or Lessor, as applicable, agreeing to recognize and be bound by the terms of this Lease is and (as herein set forth) upon a foreclosure or deed-in-lieu thereof or termination of any such ground lease, this Lease shall be expressly subject and subordinate to all Mortgages and Superior Leases, and, at all times the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale. (b) Subject to the provisions of Section 9.l(a), if a Lessor or Mortgagee or any other person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (i) any ground or underlying lease evidencing such attornment, (ii) setting forth the terms and conditions of the Real Property, now or hereafter existingTenant’s tenancy, and all amendments(iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, extensionsprovided that (i) such terms and conditions do not increase the Rent, renewals materially increase Tenant’s obligations or materially and modifications to any such leaseadversely affect Tenant’s rights under this Lease, and (ii) Tenant shall have no obligation to execute such instrument until Landlord delivers the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any subordination, non-disturbance and attornment agreement described in and in accordance with Section 9.1(a). Upon such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the attornment this Lease shall be superior to continue in full force and effect as a direct lease between such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale successor landlord and Tenant upon all of the Real Property pursuant to a power of sale)terms, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, conditions and covenants set forth in this Lease except that such purchaser or ground lessor successor landlord shall not be be: (i) bound by liable for any payment act or omission of Rent for more than one month in advance Landlord (except payments in to the nature extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of security for the performance by Tenant of its obligations under this Lease; such act or omission); (ii) subject to any offsetdefense, defense claim, counterclaim, set-off or damages arising out of a default of any obligations of any preceding offsets which Tenant may have against Landlord; or ; (iii) bound by any amendment prepayment of more than one month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or modification to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such successor landlord; (vi) bound by any modification, amendment, or renewal of this Lease made without the written consent successor landlord’s consent; (vii) bound by any provisions of the Mortgagee or ground lessor; or Lease with respect to the Existing Furnishings; (ivviii) liable for the repayment of any security deposits deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (ix) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Tenant shall from time to time within 15 days of request from Landlord, but not actually received more frequently than 3 times in cash by such purchaser any 12 month period, execute and deliver any documents or ground lessor. This subordination shall instruments that may be self-operative and no further certificate or instrument of subordination need be reasonably required by any such Mortgagee or ground lessor. In confirmation of such Lessor to confirm any subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the this Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall shall, provided that such Mortgagee or ground lessor agrees not to disturb Tenant’s rights under this Lease if Tenant is not in Default hereunder, attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; , or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any commercially reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. The terms of this paragraph shall survive any termination of this Lease by reason of foreclosure. During the thirty (30) day period following the Date of this Lease, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (a “SNDA”) from the current Mortgagee in a form reasonably acceptable to Tenant; provided, however, in no event shall Landlord be in default of this Lease if, despite Landlord’s exercise of commercially reasonable efforts, Landlord is unable to obtain a SNDA for Tenant from any such Mortgagee. Additionally, notwithstanding anything herein to the contrary, Tenant’s obligation to subordinate this Lease to any future ground lease or mortgage as provided above is conditioned upon Landlord providing a SNDA from such future Mortgagee on the standard form provided by such Mortgagee (with such commercially reasonable modifications as may be requested by Tenant and approved by such Mortgagee).

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Notwithstanding the foregoing, Landlord shall obtain a nondisturbance agreement for the benefit of Tenant from any such ground lessor or Mortgagee upon such entity’s then standard form. This subordination and attornment shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-self- operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) Notwithstanding any provision of the Lease to the contrary, provided that: (i) Tenant has executed and delivered a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit F hereto, with such --------- changes thereto as any mortgagee, trustee, beneficiary or holder of other security interest ("Mortgagee") may reasonably require ("Non-disturbance Agreement") and complies with the provisions thereof, and (ii) Tenant is not in default under this Lease, no foreclosure, sale pursuant to power of sale or conveyance by deed in lieu of foreclosure shall affect Tenant's rights under this Lease, except to the extent provided by such Non-Disturbance Agreement. If Tenant fails to execute and deliver any Non-disturbance Agreement within fifteen (15) days of a request therefor from Landlord, Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute and deliver such instrument. Landlord's inability to obtain the signature of any Mortgagee on any such Non- disturbance Agreement shall not constitute a default by Landlord under this Lease, but so long as default by Tenant under this Lease is not the reason for Landlord's inability to obtain such signature, any such lessor or Mortgagee shall be deemed to have elected that this Lease be superior to the lease, mortgage or deed of trust in question, and Tenant shall, at the request of such lessor, mortgagee or beneficiary (or purchaser at any sale pursuant to the mortgage or deed of trust), attorn to any such party or enter into a new lease with such party (as Landlord) for the balance of the Term then remaining hereunder upon the same terms and conditions as those herein.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter hereafter, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) iv liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. (a) This Lease is and shall be expressly subject and subordinate at all times to the Declaration and all other documents relating to the condominium of which the Building forms a part and to (i) any ground or underlying lease of the Real Property, now or, provided the ground lessor thereunder has tendered to Tenant a commercially reasonable nondisturbance instrument providing that, subject to the Recognition and Attornment Provisions (as hereinafter defined), in the event of termination of the ground lease, if a Default has not occurred, this Lease will not be terminated or extinguished, nor will the rights and possession of Tenant hereunder be disturbed, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or, provided the lender thereunder has tendered to Tenant a commercially reasonable subordination and nondisturbance instrument providing that, subject to the Recognition and Attornment Provisions, in the event of a foreclosure of the mortgage or deed of trust or deed in lieu of foreclosure, if a Default has not occurred, this Lease will not be terminated or extinguished, nor will the rights and possession of Tenant hereunder be disturbed, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such leaseProperty, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; provided however, that Mortgagee shall be obligated to cure any default that is capable of being cured by Mortgagee and that is continuing as of the date Mortgagee acquires title to the Premises within a reasonable period after the date Tenant delivers written notice of such default to Mortgagee; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor, other than nonmaterial, nonfinancial amendments and amendments or modifications or amendments to effect the exercise of rights expressly set forth in Lease; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessorlessor (collectively, the “Recognition and Attornment Provisions”). This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. (b) If, as of the date of execution of this Lease, the Building or the Project or Landlord’s interest or estate therein, or any portion thereof, is subject to any existing mortgages or deeds of trust, Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant within a commercially reasonable time, a written nondisturbance agreements from each Mortgagee on such entity’s then current form.

Subordination and Attornment. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real PropertyLand, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property Land and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or lease, mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property Land pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as TenantTxxxxx’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon TenantTxxxxx’s failure to do so within fifteen (15) days of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Subordination and Attornment. This (a) Subject to the provisions of this Article, Tenant agrees that this Lease is and all rights of Tenant hereunder are and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, which may now or hereafter existingbe in effect regarding the Project or any component thereof, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the Real Property and/or the leasehold estate under any security of such leasemortgage, and to all amendments, extensionsmodifications, renewals, replacements consolidations, extensions, and modifications restatements of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or mortgage, and to any replacements and substitutions for such ground lessor, lease or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification The terms of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination provision shall be self-operative and no further certificate or instrument of subordination need shall be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days of a request to do sorequired. Upon request by such successor of any party in interest, Tenant shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any ground lessor or mortgagee. Landlord is hereby irrevocably vested with full power and deliver reasonable instruments confirming authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the attornment provided lien or security title of any ground lease or mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such ground lease or mortgage. (b) If any mortgagee, or any lessor under a ground or underlying lease, elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien or conveying real property or any interest therein, in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for herein.the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such