Common use of Subordination; Attornment Clause in Contracts

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease is made and shall be subject and subordinate to each any existing or future encumbrance created by Landlord and every Fee Mortgage which may now or hereafter affect the Property, covering all or any part thereofportion of the Project; provided, however, that such subordination shall only be effective as to any future encumbrance if the holder of the encumbrance agrees that this Lease shall survive the termination of the encumbrance by lapse of time, foreclosure or otherwise and that all holders of the encumbrance will be bound by this Lease and by all of Tenant's rights under the Lease and Tenant agrees to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect shall attorn to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation the holders of such subordinationencumbrance(s). Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver promptly to Landlord, within fifteen (15) Business Days after written request by Landlord and in a form reasonably requested by Landlord and consistent with this Section 21, any certificate additional documents evidencing the subordination of this Lease, the nondisturbance agreement of all holders of encumbrances and Tenant's agreement to attorn (“SNDA”). If the interest of Landlord in the Project is transferred pursuant to, or in lieu of proceedings for enforcement of, any encumbrance and provided that Landlord reasonably may request. the new owner of the Project complies with the requirements of this Section 21, Tenant shall not do immediately and automatically following notice of such transfer attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms, and subject to the conditions, otherwise set forth in this Lease. Landlord shall use commercially reasonable efforts to receive from Landlord’s current lender, a subordination, non-disturbance and attornment agreement, reasonably acceptable to Tenant, that provides (among other things) that this Lease shall survive the termination of the encumbrance by lapse of time, foreclosure or omit to do anything otherwise and that Tenant is obligated to do all holders of the encumbrance will be bound by this Lease and by all of Tenant's rights under the terms Lease and Tenant agrees to attorn to the holders of this Lease so as to cause Landlord to be in default under any Fee Mortgagesuch encumbrance.

Subordination; Attornment. Landlord shall be entitled from time to time to place Provided that Tenant receives a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, document which includes a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an commercially reasonable non-disturbance agreement to the effect stating substantially that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will so long as Tenant is not in any other way foreclose Tenant from its rightsdefault under this Lease (after notice an expiration of applicable cure periods), evict Tenant, disturb Tenant’s possession rights under this Lease, or terminate or disturb including, without limitation, Tenant’s leasehold estate or rights hereunder except in right to possession of the event of a Tenant Default (any such agreementPremises shall not be disturbed, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This this Lease shall be subject and subordinate to all ground or underlying leases (each a “Primary Lease”) and every Fee Mortgage which may all mortgages, trust deeds or other security instruments (each, a “Mortgage”), now or hereafter affect in force against any portion of the Property, or any part thereof, and to all renewals, extensions, modifications, supplements, amendments, modifications, consolidations and replacements thereof thereof, unless in each case the mortgagee under any such Mortgage, or the lessor under any such Primary Lease (each, a “Security Holder”) requires that this Lease be superior thereto, substitutions thereforwhether or not Tenant has been notified of such requirement. In the event of any foreclosure of any Mortgage, or delivery of a deed in lieu of foreclosure, or upon termination of a Primary Lease, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such successor in interest, upon the then-executory terms and conditions of this Lease, subject to the provisions of this Section 18.1, and advances made thereundershall recognize the Security Holder or such successor in interest as Landlord under this Lease without change in the provisions thereof, provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs all of its obligations hereunder. Landlord’s interest herein may be assigned as security at any time to any Security Holder. Tenant shall, within thirty (30) days of request by Landlord, any Security Holder or other successor in interest, execute such further commercially reasonable instruments as such party may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any Primary Lease, Mortgage, or other encumbrance, and/or any such attornment, provided that such instruments do not materially increase Tenant’s obligations or materially decrease Tenant’s rights under this Lease. Tenant hereby waives any right it may have under Applicable Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder in the event of any foreclosure or granting of a deed in lieu of foreclosure. If, in connection with respect the financing of any portion of the Property, any lending institution shall request reasonable modifications to which Fee Mortgagethis Lease that do not increase Tenant’s monetary obligations under this Lease, or materially adversely affect or diminish the rights, or materially increase the other obligations of Tenant under this Lease, Tenant shall have received a Nondisturbance Agreement. In confirmation of make such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgagemodifications.

Subordination; Attornment. Landlord This lease, at Landlord’s option, shall be entitled from time subordinate to time the lien of any first deed of trust or first mortgage subsequently placed upon the real property of which the demised premises are a part, and to place a Fee Mortgage (as defined herein) on any part of the Campus, including and all advances made on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part security thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions thereof; provided, however, that as to the lien of any such deed of trust or theretomortgage Tenant’s right to quiet possession of the premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this lease, substitutions thereforunless this lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this lease prior to the lien of its mortgage, deed of trust, or ground lease, and advances shall give written notice thereof to Tenant, this lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings are brought, or in the event the exercise of the power of sale under any mortgage or deed of trust made thereunder, with respect to which Fee Mortgageby the landlord covering the demised premises, Tenant shall have received a Nondisturbance Agreementattorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the landlord under this lease. In confirmation If upon any sale, assignment, or hypothecation of such subordinationthe demised premises or the land thereunder by Landlord, or at any other time, an estoppel certificate and/or financial statement shall be requested of Tenant, Tenant shall execute agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver promptly such estoppel certificate (in recordable form) addressed to any certificate such proposed mortgagee or purchaser or to the Landlord certifying the requested information, including among other things the dates of commencement and termination of this lease, the amounts of security deposits, and that Landlord reasonably may requestthis lease is in full force and effect (if such be the case) and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall not do be liable for any loss or omit liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to do anything that rely on such estoppel certificate and financial statement. Tenant is obligated shall in the same manner acknowledge and execute any assignment of rights to do under the terms receive rents as required by any mortgagee of this Lease so as to cause Landlord to be in default under any Fee MortgageLandlord.

Subordination; Attornment. Landlord MODIFICATION/ASSIGNMENT Tenant's interest under this Lease shall be entitled from time subordinate to time to place a Fee Mortgage (as defined herein) on any part all terms of the Campuslien of any ground lease, including on the Property. As used hereindeed of trust, a “Fee Mortgage” shall mean any mortgage or trust deed which security agreement (hereinafter collectively referred to as "Mortgage") now or hereafter is a lien placed on the entire fee simple title Landlord's interest in the Premises, the Building or on the land upon which the Building is located and any amendments thereto. If Landlord has not obtained permanent financing for the Building having a term of at least fifteen (15) years at the time of execution of this Lease, Tenant agrees to the Property, or any part thereof, reasonable amendments to this Lease as the same may be renewed, modified, amended, extended, consolidated or coordinated from time requested by a lender who proposes to time. As a condition to fund permanent financing provided the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will amendment does not in any other way foreclose Tenant from its rights, evict increase Tenant, disturb Tenant’s possession 's monetary obligations under this Lease. Tenant further consents to an assignment of Landlord's interest in this Lease to Landlord's lender as required under such financing. If the Premises or the Building is sold pursuant to default on the Mortgage, or terminate pursuant to a transfer in lieu of foreclosure, Tenant shall, at the Mortgage holder's or disturb Tenant’s leasehold estate purchaser's election, not disaffirm this Lease but shall attorn to the Mortgage holder or rights hereunder except in purchaser, and if so requested, enter into a new lease for the event remainder of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”)the Lease Term. This Lease Article shall be subject self-operative, however, Tenant agrees to execute and deliver, within ten (10) days after request by Landlord, such further instruments necessary to subordinate this Lease to each and every Fee Mortgage which may now or hereafter affect a lien of any Mortgage, to acknowledge the Property, or any part thereof, consent to assignment and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under affirm the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgageattornment provisions set forth herein.

Subordination; Attornment. Landlord This Lease, at Landlord's option, shall be entitled from time subordinate to time the lien of any deed of trust or mortgage subsequently placed upon the real property of which the Demised Premises are a part, and to place a Fee Mortgage (as defined herein) on any part of the Campus, including and all advances made on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part security thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof or thereto, substitutions thereforextensions thereof, and advances made thereunder, with respect Tenant agrees to which Fee Mortgage, Tenant shall have received execute a Nondisturbance Agreementsubordination agreement in recordable form satisfactory to mortgagee or beneficiary to accomplish same. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably deliver, without cost to Landlord, whatever instruments may requestbe required to effect such subordination. Tenant shall not do at all time, hereafter, at the request from Landlord, execute any instruments, leases or omit other documents that may be required to do anything render Tenant's interest hereunder prior to the lien of any mortgage or deed of trust, and the failure of Tenant to execute any such instrument, lease or other document shall constitute a default hereunder. If any mortgagee or beneficiary shall elect to have this Lease be prior to the lien of its mortgage or deed of trust and shall give written notice thereof to Tenant, this Lease shall be deemed to be prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof. 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 the Landlord covering the Demised Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. In the event that Tenant is obligated shall become a debtor under Chapter 7 of the Bankruptcy Code, and the trustee or Tenant shall elect to do under assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of this Lease so as are satisfied. If such trustee shall fail to cause elect or assume this Lease within sixty (60) days after the filing of the petition, this Lease shall be deemed to have been rejected. Landlord shall be thereupon immediately entitled to possession of the Demised Premises without further obligation to Tenant or trustee, and this Lease shall be canceled, but Tenant's right to be compensated for damages in default such liquidation proceeding shall survive. In the event that a petition for reorganization or adjustment of debts is filed concerning Tenant under any Fee Mortgage.Chapter 11 or 13 of the Bankruptcy Code, or a proceeding is filed under Chapter 7 of the Bankruptcy Code and is transferred pursuant to Chapter 11 or 13, the trustee or Tenant, as debtor-in-possession, must elect to assume this Lease within seventy-five (75) days from the date of the filing of the petition under Chapter 11 or 13, or the trustee or debtor-in-possession shall be deemed to have rejected this Lease. No election by the trustee or debtor-in-possession to assume this Lease, whether under Chapter 7, 11 or 13, shall be effective unless each of the following conditions, which Landlord and Tenant acknowledge is commercially reasonable in the context of a bankruptcy proceeding of Tenant, has been satisfied, and Landlord has so acknowledged in writing:

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease The Sublease shall be subject and subordinate at all times to each the Lease and every Fee Mortgage which may now or hereafter affect the Property, or any part all amendments thereof, this Consent and all other instruments to all renewalswhich the Lease is or may hereafter be subject and subordinate. The provisions of this Consent and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or the Subtenant thereunder; it being agreed that in the event of termination (whether voluntary or involuntary), extensionsrejection (pursuant to 11 U.S.C. §365) or expiration of the Lease, supplementsunless otherwise elected by Landlord as hereinafter set forth, amendmentsthe Sublease shall be deemed terminated and Subtenant shall have no further rights (including, modificationswithout limitation, consolidations and replacements thereof or theretorights, substitutions thereforif any, and advances made thereunder, under 11 U.S.C. §365(h)) with respect to which Fee Mortgagethe Subleased Premises. If (a) the Lease is (or both the Lease and the Sublease are) terminated for any reason whatsoever or rejected (pursuant to 11 U.S.C. §365) by Tenant prior to its (or their) scheduled expiration date(s) or (b) if Landlord shall succeed to Tenant’s estate in the Subleased Premises, Tenant then in any such event, Subtenant shall have no right to use or occupy any portion of the Premises (or other space in the Building occupied or controlled by Tenant) which is not part of the Subleased Premises, and at Landlord’s election, Subtenant shall either attorn to and recognize Landlord as Subtenant’s landlord under the Sublease or enter into a new direct lease with Landlord upon the then executory terms of the Sublease (and if Landlord so elects as aforesaid Subtenant hereby waives its right to treat the Sublease as terminated under 11 U.S.C. §365(h)), provided that, in any such event, Landlord shall not be (i) liable for any previous act or omission of Tenant; (ii) subject to any offset or defense which theretofore accrued to Subtenant (including, without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by Subtenant more than one month in advance; (iv) liable for any security deposit not actually received a Nondisturbance Agreementby Landlord; (v) liable for any work or payments on account of improvements to the Subleased Premises; or (vi) bound by any amendment of the Sublease not consented to in writing by Landlord. In confirmation of such subordination, Tenant Subtenant shall promptly execute and deliver promptly any certificate that instrument Landlord may reasonably may requestrequest to evidence such attornment or direct lease. In the event of such attornment or direct lease, Tenant and Subtenant shall not do or omit transfer to do anything that Tenant is obligated to do Landlord any security deposit under the Sublease (such obligation to include, without limitation, the transfer and modification of ant letter of credit posted as security). Subtenant shall reimburse Landlord for any costs and expenses that may be incurred by Landlord in connection with such attornment or direct lease including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, if Landlord does not elect to have Subtenant attorn to Landlord or enter into a new direct lease as described above, the Sublease and all rights of Subtenant to the Subleased Premises shall terminate upon the date of expiration or termination of the Lease or Tenant’s right to possession thereunder. The terms of this Lease so as to cause Landlord to be Section 3 supersede any contrary provisions in default under any Fee Mortgagethe Sublease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, and of Lessee to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of effectuate such subordination, Tenant shall . Lessee covenants and agrees to execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under upon demand and without charge therefor, such further instruments, in commercially reasonable form, evidencing the terms subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing in commercially reasonable form that so long as to cause Landlord to be Lessee is not in default under this Lease (beyond any Fee Mortgageapplicable period for cure as provided in Article 22 of this Lease), this Lease shall not be terminated in the event of any foreclosure or termination of any ground or underlying lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale. Notwithstanding anything to the contrary contained in the foregoing, (i) it shall be a condition to Lessee's obligation to subordinate or attorn to any mortgagee or trust deed beneficiary to whose mortgage or deed of trust this Lease is hereafter subordinated, that such mortgagee or trust deed beneficiary enters into with Lessee an agreement of subordination, non-disturbance and attornment in commercially reasonable form, and (ii) Lessor shall use commercially reasonable efforts to obtain from any existing mortgagee or trust deed beneficiary under a mortgage or deed of trust encumbering the Project or Building as of the execution of this Lease, non-disturbance protection for Lessee (which shall be deemed to include an election by such mortgagee or beneficiary to subordinate its lien to this Lease) on commercially reasonable terms within thirty (30) days following the execution of this Lease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this This Lease, or terminate or disturb Tenantat Lessor’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreementoption, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Premises and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyPremises or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, of Lessee to effectuate such subordination. Lessee covenants and agrees to all renewals, extensions, supplements, amendments, modifications, consolidations execute and replacements thereof or thereto, substitutions deliver upon demand and without charge therefor, and advances made thereundersuch further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Premises; provided that if Lessee attorns as required below, then with respect to which Fee Mortgageany ground or underlying leases, Tenant mortgages or deeds of trust not existing as of the date this Lease is signed by Lessor and Lessee, the lessor, mortgagee or beneficiary, as applicable, under such mortgage or deed of trust or lessor under such ground or underlying lease shall have received a Nondisturbance Agreement. In confirmation of such subordinationagree in writing that so long as Lessee is not in default under this Lease, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant this Lease shall not do be terminated upon any foreclosure or omit any termination of the underlying lease (other than a termination due to do anything that Tenant is obligated its natural expiration). Failure of Lessee to do under the terms execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Premises, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease provided that such lessor or purchaser agrees that so long as to cause Landlord to be Lessee is not in default under hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any Fee Mortgagesuch termination, foreclosure or sale.

Subordination; Attornment. Landlord This Lease, at Lessor's option, shall be entitled from time ------------------------ subject and subordinate to time to place a Fee Mortgage (as defined herein) on all ground or underlying leases which now exist or may hereafter be executed affecting any part portion of the CampusProject and to the lien of any mortgages or deeds of trust (including all advances thereunder, including on the Property. As used hereinrenewals, a “Fee Mortgage” shall mean replacements, modifications, supplements, consolidations, and extensions thereof) in any mortgage amount or trust deed which amounts whatsoever now or hereafter is a lien placed on or against any portion of the Project, or on or against Lessor's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the entire fee simple title part of Lessee to effectuate such subordination. Lessee covenants and agrees to execute and deliver upon demand and without charge therefor, such further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement lien of any such Fee Mortgage, any Fee Mortgagee (mortgages or deeds of trusts as defined herein) shall execute and deliver to and may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will writing that so long as Lessee is not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession default under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except this Lease shall not be terminated in the event of any foreclosure or Lease Termination. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a Tenant Default (default by Lessee under this Lease. If any such agreementmortgagee, beneficiary or any agreement lessor elects to have this Lease prior to the lien of similar importits mortgage, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be subject and subordinate deemed prior to each and every Fee Mortgage which may now such mortgage, deed of trust or hereafter affect lease, whether this Lease is dated prior or subsequent to the Propertydate of said mortgage, deed of trust, or lease or the date of the recording thereof. If any part thereofproceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and to all renewalsrecognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be shall remain in default under full force and effect for the full term hereof after any Fee Mortgagesuch termination, foreclosure or sale.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be deemed subject and subordinate to each and every Fee Mortgage any mortgage or deed of trust which may now heretofore or hereafter affect be executed by Landlord encumbering the Property, or any part thereof, Demised Premises and to all renewals, extensionsmodifications or extensions thereof. Notwithstanding the foregoing, supplementsit shall be a condition precedent to any future subordination that Tenant be provided with a written non-disturbance agreement (in a commercially reasonable form) providing that, amendments, modifications, consolidations and replacements thereof if the holder of any future Mortgage shall take title to the Demised Premises through foreclosure or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagedeed in lieu of foreclosure, Tenant shall have received a Nondisturbance Agreementbe allowed to continue in possession of the Demised Premises as provided for in this Lease so long as Tenant is not in Default, beyond any applicable notice and cure period. The Landlord's interest in this Lease may be assigned as security for any financing now or hereafter obtained by Landlord. In confirmation the event any proceedings are brought for foreclosure of such subordinationany mortgage or deed of trust on the Demised Premises or for the exercise of any rights pursuant to any mortgage or deed of trust, upon demand, Tenant shall execute will attorn to the mortgagee, assignee or purchaser at a foreclosure sale as the case may be and deliver promptly any certificate that Landlord reasonably may request. will recognize such assignee, mortgagee or purchaser as Landlord, providing such assignee, mortgagee or purchaser agrees not to disturb Tenant's possession so long as there is no Event of Default by Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so Lease. Tenant agrees to execute and deliver to Landlord an Attornment, Subordination and Non-Disturbance Agreement in the form or substantially in the form attached hereto as Exhibit E and incorporated herein by reference, for the purpose of evidencing the Tenant’s agreement to cause Landlord subordinate its interest as a tenant to the deed of trust lien of the holder of any deed of trust encumbering the Building. In the event that Tenant refuses to or does not respond to Landlord’s written request to execute any documents required by any deed of trust beneficiary, mortgagee, assignee or purchaser as aforesaid within ten business days, then Tenant shall be in default under any Fee Mortgagedeemed to have approved and entered into such requested documentation.

Subordination; Attornment. Landlord This Lease shall automatically be entitled from time subject and ------------------------ subordinate to time to place a Fee Mortgage (as defined herein) on all ground or underlying leases which now exist or may hereafter be executed affecting any part portion of the CampusProject and to the lien of any mortgages or deeds of trust (including all advances thereunder, including on the Propertyrenewals, replacements. As used hereinmodifications, a “Fee Mortgage” shall mean supplements, consolidations, and extensions thereof) in any mortgage amount or trust deed which amounts whatsoever now or hereafter is a lien placed on or against any portion of the Project, or on or against Lessor's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the entire fee simple title part of Lessee to effectuate such subordination. Lessee covenants and agrees to execute and deliver upon demand and without charge therefor, such further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement lien of any such Fee Mortgage, any Fee Mortgagee (mortgages or deeds of trusts as defined herein) shall execute and deliver to and may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will writing that so long as Lessee is not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession default under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except this Lease shall not be terminated in the event of any foreclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a Tenant Default (default by Lessee under this Lease. If any such agreementmortgagee, beneficiary or any agreement lessor elects to have this Lease prior to the lien of similar importits mortgage, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This dead of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be subject deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale. Notwithstanding anything to the contrary contained in the foregoing, Lessor shall use commercially reasonable efforts (i) to obtain from any future mortgagee or trust deed beneficiary under a mortgage or deed of trust hereafter encumbering the Project or Building to which this Lease is subordinated, non- disturbance protection for Lessee (which shall be deemed to include an election by such mortgagee or beneficiary allow its lien to be subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereofthis Lease) on commercially reasonable terms, and (ii) to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof obtain from any existing mortgagee or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received trust deed beneficiary under a Nondisturbance Agreement. In confirmation mortgage or deed of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do trust encumbering the Project or omit to do anything that Tenant is obligated to do under Building as of the terms execution of this Lease so as Lease, non-disturbance protection for Lessee (which shall be deemed to cause Landlord include an election by such mortgagee or beneficiary to be in default under any Fee Mortgagesubordinate its lien to this Lease) on commercially reasonable terms within thirty (30) days following the execution of this Lease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be is subject and subordinate to each all ground or underlying leases and every Fee Mortgage to all mortgages which may now or hereafter affect such leases or the PropertyProject (collectively, or any part thereof"Mortgages"), and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions of any such Mortgages. At the request of any underlying lessor or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagemortgagee, Tenant shall attorn to such underlying lessor or mortgagee, its successors in interest or any purchaser in a foreclosure sale. If an underlying lessor or mortgagee or any other person 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, as long as no Event of Default occurs under this Lease after Tenant's receipt of written notice of such default, the holder of the Mortgage will not disturb Tenant's rights of possession under this Lease. 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, (i) Tenant shall be deemed to have received attorned to and recognized such successor landlord as Landlord under this Lease and (ii) this Lease shall continue in full force and effect as a Nondisturbance Agreementdirect lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the Project. In confirmation of such subordinationsubordination and/or attornment, Tenant shall execute and deliver promptly any certificate that Landlord may reasonably may request. Tenant hereby covenants and agrees that the holder of any existing Mortgage, or anyone claiming by, through or under said holder shall not do be: (a) liable for any act or omit omission for any prior landlord (including Landlord), (b) subject to do anything that any offsets or defenses which Tenant is obligated might have against any prior landlord (including Landlord), (c) bound by any Base Rent or Additional Rent or other charges which Tenant might have paid for more than the current month to do under the terms a prior landlord (including Landlord), or (d) bound by any material modification of this Lease so as made without the consent of such Mortgagee. If required by the current Mortgagee, Tenant will execute and deliver to cause Landlord Landlord, concurrently with Tenant's execution of this Lease and delivery thereof to be Landlord, a subordination, non-disturbance and attornment agreement in default under any Fee Mortgagethe form of Exhibit E attached hereto and incorporated herein.

Subordination; Attornment. Subordination - If requested by Landlord, Tenant shall, at any time hereafter, on request, execute any instruments, leases, or other documents that may be reasonably required by any holder of a Mortgage, or by Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of subject or subordinate this Lease and the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title tenancy created hereunder to the Propertylien, or any part thereofoperation, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement and effect of any such Fee MortgageMortgage created after the date hereof; provided, any Fee however, that every such Mortgagee (as defined herein) shall execute and deliver grant nondisturbance to and in favor Tenant on such terms reasonably required by Tenant to recognize, inter alia, the validity of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except Lease in the event of a foreclosure of Landlord’s interest and also Tenant’s right to remain in occupancy of and have access to the Premises as long as no Tenant Event of Default has occurred and is continuing. Tenant shall execute such instruments, releases or documents within ten (10) business days of Landlord’s written request therefor. If Tenant fails to do so, Landlord shall issue a second written request and Tenant’s failure to so execute any such agreementinstruments, releases, or documents within ten (10) days of the second written request therefor shall constitute an Event of Default. Tenant acknowledges the right of the holder of any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, on all or any part thereofof the Building, whether presently existing or hereafter created, to subordinate the lien, operation, and effect of all or any portion of the Mortgage to this Lease provided such holder grants Tenant a non-disturbance agreement as aforesaid in connection with such subordination. On not less than ten (10) days notice, Tenant shall execute, acknowledge, and deliver to such holder Tenant’s agreement to such a subordination in such form as such holder may reasonably require. Attornment - On any termination of Landlord’s interest in the Premises, (whether through foreclosure of a Mortgage or otherwise), Tenant shall, on request, attorn to the person or organization then holding title to the reversion of the Premises (the “Successor”) and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions thereforsubsequent Successors, and advances made thereunderwill pay to the Successor all of the rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, with respect to which Fee Mortgagecovenants, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationconditions, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of obligations on its part in this Lease so as to cause Landlord to be in default under any Fee Mortgagecontained.

Subordination; Attornment. ESTOPPEL CERTIFICATES PARAGRAPH 17 (a) This Lease is junior, subject, and subordinate to all mortgages, deeds of trust, and other security instruments of any kind now covering the Building or any portion thereof. Landlord shall be entitled from time to time reserves the right to place a Fee Mortgage (as defined herein) on any part of the Campus, including liens or encumbrances on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on Building and/or the entire fee simple title to the PropertyImprovements, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated thereof or coordinated from time interest therein superior in lien and effect to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease Lease, at the option of Landlord, shall be subject and subordinate to each any and every Fee Mortgage which may all such liens or encumbrances now or hereafter affect imposed by Landlord without the Property, or necessity of the execution and delivery of any further instruments on the part thereof, and of Tenant to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgageeffectuate such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease as may be requested by Landlord. If Tenant fails to execute such further instruments within ten (10) business days after demand, Landlord shall have received a Nondisturbance Agreementexecute such documents on behalf of Tenant as Tenant's attomey-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attomey-in-fact and in Tenant's name, place and stead, to execute such instruments in accordance with this subparagraph. In confirmation addition, Tenant's failure to execute such further instruments within ten (10) business days after demand shall constitute a material breach of this Lease. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed so long as Tenant shall execute pay the rent and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under observe and perform all of the terms provisions of this Lease so as to cause Landlord to be observed and performed by Tenant and, upon Tenant's request, shall receive a non-disturbance agreement reasonably satisfactory to Tenant from such superior lienholder which provides SALE BY LANDLORD PARAGRAPH 18 In the event of a sale or conveyance by Landlord of the Building, the same shall operate to release Landlord from any and all liability under this Lease thereafter accruing. Tenant's right to quiet possession of the Premises shall not be disturbed so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, unless this Lease is terminated pursuant to specific provisions relating thereto or contained herein. If any security deposit has been made by Tenant, Landlord may transfer such security deposit to the purchaser, and thereupon Landlord shall be discharged from any further liability in default under any Fee Mortgagereference thereto.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each all mortgages and every Fee Mortgage deeds of trust or other encumbrances which may now or hereafter affect the PropertyPremises, the Commercial Center or any part portion thereof, and to together with all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions thereof; provided, however, if the holder or holders of any such mortgage, deed of trust or any encumbrance shall advise Landlord that it or they desire to require this Lease to be prior and superior thereto, substitutions upon written request of Landlord to Tenant, Xxxxxx agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes therefor. Tenant hereby covenants that Tenant, and all persons in possession or holding under Tenant, will conform to and will not violate the terms of any matters of record as of the date of joint execution of the Lease related to the Premises. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all mortgages or deeds of trust or other encumbrances which may hereafter be executed covering the Premises and/or the Commercial Center or any portion thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advance, together with interest thereon, and subject to all of the terms and provisions thereof (so long as the beneficiary of such encumbrance agrees not to disturb Tenant’s possession of the Premises and rights under this Lease so long as Tenant is not in default of its obligations under this Lease, following all applicable notice and cure periods); and Tenant agrees, within ten (10) days after Xxxxxxxx’s written request therefor, to execute, acknowledge and advances made thereunderdeliver upon request any and all additional reasonable documents or instruments requested by Landlord or necessary or proper to assure the full subordination of this Lease to any such mortgages, with respect deeds of trust or other encumbrances. Notwithstanding anything to which Fee Mortgagethe contrary set forth in this subsection 18.1, Tenant shall have received a Nondisturbance Agreementattorn to and agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring Landlord’s interest in the Premises and/or the Commercial Center or any portion thereof (so long as such party agrees not to disturb Tenant’s possession of the Premises and rights under this Lease so long as Tenant is not in default of its obligations under this Lease, following all applicable notice and cure periods), at any sale or other proceeding or pursuant to the exercise of any rights, powers, or remedies under such mortgages or deeds of trust as if such person, firm or corporation had been named as Landlord herein, it being intended hereby that, if this Lease shall be terminated, cut off, or otherwise defeated by reason of any act or actions by the owner or holder of any such mortgage or deed of trust, or the lessor under any such leasehold estate, then this Lease shall continue in full force and effect. In confirmation of such subordinationNotwithstanding anything to the contrary contained herein, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is be obligated to do under the terms of subordinate this Lease so as to cause Landlord any mortgage, deed of trust, or other lien hereinafter placed upon the Premises or the Commercial Center unless the holder of such mortgage, deed of trust or other lien delivers to be in default under any Fee MortgageTenant a standard non-disturbance agreement.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute This Lease and deliver to and in favor all rights of Tenant (------------------------- hereunder are and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject to and subordinate in all respects to each all present and every Fee Mortgage future ground leases, overriding leases and underlying leases of the Premises, Building or the Land and to all mortgages and building loan agreements, including leasehold mortgages and building loan mortgages, which may now or hereafter affect the Propertysame, to each and every advance made or any part thereofto be made under such mortgages, and to all renewals, extensions, supplements, amendments, modifications, replacements and consolidations of such mortgages. This Section 21 shall be self-operative and replacements thereof no further instrument of subordination shall be required. If the holder of a superior mortgage shall succeed to Landlord's estate in the Building or theretothe rights of Landlord under this Lease, substitutions thereforwhether through possession or foreclosure action or delivery of a deed or otherwise, and advances made thereunder, with respect then at the election of such party so succeeding to which Fee MortgageLandlord's rights (herein sometimes called "successor landlord"), Tenant shall have received a Nondisturbance Agreement. In confirmation of attorn to and recognize such subordinationsuccessor landlord as Tenant's landlord under this Lease, Tenant and shall promptly execute and deliver promptly any certificate instrument that Landlord such successor landlord may reasonably may requestrequest to evidence such attornment. Tenant hereby irrevocably appoints such successor landlord as Tenant's attorney- in-fact to execute and deliver such instrument for and on behalf of Tenant. Tenant hereby waives any right Tenant may have under any present or future law to terminate this Lease or surrender the Premises by reason of the institution of any action to foreclose a superior mortgage, and this Lease shall not do be affected by any such action unless and until the holder of the superior mortgage elects in such proceeding or omit action to do anything that Tenant is obligated terminate this Lease. Landlord agrees to do under the terms obtain from its initial mortgagee a Non-Disturbance Agreement on such lender's form in favor of this Lease so as to cause Landlord Tenant, to be provided at no cost or expense to Tenant. Landlord covenants and agrees to use its reasonable best efforts to secure a Non-Disturbance Agreement in default under favor of Tenant from any Fee Mortgagefuture mortgagee of the Premises.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”)32.1. This Lease shall be subject and subordinate to each and every Fee Mortgage ground, overriding or underlying lease of the Real Property or the Building now or hereafter made by Landlord (collectively the "Superior Leases") and to each and every trust indenture and mortgage, including, without limitation, leasehold mortgages whether such trust indenture, mortgage or leasehold mortgage shall cover other lands or buildings or leases (collectively the "Mortgages" and individually a "Mortgage") which may now or hereafter affect the Property, all or any part thereofof the Real Property, the Building or any Superior Lease and the leasehold interest created thereto, substitutions therefor and advances made thereunder, and to all renewals, extensions, supplements, amendments, modifications, consolidations replacements and replacements thereof or theretoextensions of such Superior Leases and Mortgages. Landlord agrees to obtain from (a) any mortgagee, substitutions thereforan assignable and recordable agreement to the effect that; if there shall be a foreclosure of its Mortgage, and advances made thereundersubject to the provisions hereinafter set forth, with respect such mortgagee will not make Tenant a party defendant to which Fee Mortgagesuch foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights under this Lease, or (b) the landlord under any Superior Lease, an assignable and recordable agreement to the effect that if its lease shall terminate or be terminated for any reason, such landlord will recognize Tenant as the direct tenant of such landlord on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no event of default shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute occurred and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit be continuing pursuant to do anything that Tenant is obligated to do under the terms of this Lease so as beyond any applicable grace period (any such agreement or any agreement of similar import from any such Mortgagee or landlord under a Superior Lease being hereinafter called a "Non-Disturbance Agreement"). The lessor of a Superior Lease or its successor-in-interest at the time referred to cause Landlord is sometimes herein called a "Superior Lessor," and the holder of a Mortgage or its successor-in-interest at the time referred to be in default under any Fee Mortgageis sometimes herein called a "Motgagee."

Subordination; Attornment. Landlord This Lease is and shall be entitled from time subordinate to time any encumbrance now of record or recorded after the date of this Lease affecting the Building, Site, other improvements, and land of which the Premises are a part. Such subordination is effective without any further act of Tenant. If any mortgagee, trustee, or ground lessor shall elect to place a Fee Mortgage (as defined herein) on have this Lease and any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title options granted hereby prior to the Propertylien of its mortgage, deed of trust, or any part thereofground lease, as the same may and shall give written notice thereof to Tenant, this Lease and such options shall be reneweddeemed prior to such mortgage, modifieddeed of trust, amendedor ground lease, extended, consolidated whether this Lease or coordinated from time to time. As a condition such options are dated prior or subsequent to the placement date of any such Fee Mortgagesaid mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor deed of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Leasetrust, or terminate ground lease, or disturb Tenant’s leasehold estate the date of recording thereof. In the event any proceedings are brought for foreclosure, or rights hereunder except in the event of a sale or exchange of the real property on which the Building is located, 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 Default (shall attorn to the purchaser upon any such agreementforeclosure and sale and recognize such purchaser as the Landlord under this Lease. Xxxxxx agrees to execute any documents reasonably required to effectuate an attornment or to make this Lease or any options granted herein subordinate or prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be, provided the rights of Tenant are not diminished or adversely affected as a result thereof. Xxxxxxxx agrees that Xxxxxx's obligations to subordinate under this Section 39 to any existing and future ground lease, mortgage, or deed of trust shall be conditioned upon Xxxxxx's receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”this Section 39 as the "Superior Lienor"). This Lease Such non-disturbance agreement shall provide that Xxxxxx's possession of the Premises shall not be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Propertyinterfered with following a foreclosure, or provided Tenant is not in default beyond any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, applicable cure periods. Xxxxxxxx's obligation with respect to which Fee Mortgagesuch a non-disturbance agreement shall be limited to making a good faith effort to obtain the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationthe right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant shall execute and deliver promptly any certificate in the negotiation of, revisions to that Landlord reasonably may requestnon-disturbance directly with the Superior Lienor. Tenant shall not do or omit agrees to do anything that Tenant is obligated use its good faith efforts to do under reach agreement with the Superior Lienor upon acceptable terms and conditions of this Lease so as to cause Landlord to be in default under any Fee Mortgagea non-disturbance agreement.

Subordination; Attornment. Landlord This Lease shall unconditionally be and at all times remain subject and subordinate to any Mortgage now or in the future affecting the Premises, all without the necessity of Tenant executing further instruments to effect such subordination. This clause shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campusself-operative, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) but Tenant shall execute and deliver to and in favor Landlord, within 20 days after Landlord’s request, any further instruments confirming the subordination of Tenant (this Lease and any Leasehold further instruments of attornment that a Mortgagee may reasonably request, including an SNDA in the form reasonably required by the applicable Mortgagee) an agreement . Notwithstanding anything to the effect thatcontrary contained in this Section, if there shall be a foreclosure the holder of any such Fee Mortgage, such Fee Mortgagee will not in Mortgage may at any other way foreclose Tenant from time subordinate its rights, evict Tenant, disturb Tenant’s possession under Mortgage to this Lease, or terminate or disturb without Tenant’s leasehold estate consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or rights hereunder except recording and in the event such Mortgagee shall have the same rights with respect to this Lease as though this Lease has been executed prior to the execution, delivery and recording of a such Mortgage. No Mortgagee shall: (a) be obligated to cure any default of Landlord; (b) be bound by (i) any payment of Base Rent for more than 1 month in advance, (ii) the obligation for any broker commission(s), or (iii) any amendment or modification of this Lease made without the express written consent of such Mortgagee; and (c) be liable for, nor subject to, (i) any offsets or defenses which Tenant Default may have by reason of any act or omission of Landlord under this Lease (except to the extent Tenant has provided Mortgagee with written notice of any such agreementoffsets or defenses), or (ii) for the return of any agreement sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. The provisions of similar importthe “Damage and Destruction” and “Condemnation” Sections above notwithstanding, from Landlord’s obligation to restore the Premises after a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease casualty or condemnation shall be subject to the consent and subordinate prior rights of any Mortgagee. If any Mortgagee refuses to each allow Landlord to restore the Premises for any reason and every Fee Mortgage which may now or hereafter affect such Mortgagee’s refusal prevents Landlord from fulfilling its obligations under the Property“Damage and Destruction” and “Condemnation” Sections above, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, then Tenant shall have as its sole remedy with respect to which Fee Mortgagesuch failure by Landlord to fulfill these obligations the right to terminate this Lease. Tenant agrees to give any Mortgagee a written copy of any notice of default served upon the Landlord by Tenant concurrently with delivery to Landlord, provided that, prior to such notice, Tenant shall have received a Nondisturbance Agreement. In confirmation has been notified in writing of the address of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee MortgageMortgagee.

Subordination; Attornment. Landlord This Service Agreement shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be expressly subject and subordinate to each (i) all of the terms, covenants and every Fee Mortgage which may now conditions contained in the Lease, except such as are irrelevant or hereafter affect the Property, inapplicable or any part thereofotherwise addressed in this Service Agreement, and (ii) all other matters to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions thereforwhich the Lease is subordinate. In the event of termination of the Lease, and advances made thereunderre-entry and dispossession of the Provider by Landlord, with respect Landlord, may, at its option, take over all right, title and interest of Provider under this Service Agreement and Occupant shall, at Landlord’s option, attorn to which Fee MortgageLandlord, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationas the case may be, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit pursuant to do anything that Tenant is obligated to do under the terms of this Lease so Service Agreement, except that Landlord shall not be (i) bound, liable or obligated (as appropriate) for or with respect to cause Landlord the matters set forth in Section 24 of the Lease, (ii) liable for any previous act or omission of Provider under this Service Agreement, (iii) subject to any offset which theretofore accrued to Occupant against Provider, (iv) liable for any security deposited by Occupant which has not been transferred to Landlord, (v) bound by any previous modification of this Service Agreement or by any previous prepayment of more than one month’s Service Fees, (vi) bound by any covenant to undertake or complete any construction of the premises or any portion thereof demised by this Service Agreement, and (vii) bound by any obligation to make any payment to or on behalf of the Occupant, except for services, repairs, maintenance and restoration provided for under the Service Agreement to be in default performed after the date of such termination, re-entry or dispossess by Landlord under the Lease and which landlords of like properties ordinarily perform at the landlord’s expense, it being expressly understood, however, that Landlord shall not be bound by any Fee Mortgageobligation to make payment to or on behalf of Occupant with respect to construction performed by or on behalf of Occupant at the Space.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be is subject and subordinate to each all mortgages and every Fee Mortgage deeds of trust which may now or hereafter affect the Property, Building or any part thereof, the Premises and to all renewals, extensionsmodifications, supplementsconsolidations, amendmentsreplacements and extensions thereof; provided however, if the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, or any renewals, modifications, consolidations and consolidations, replacements thereof or theretoextensions thereof, substitutions therefor, and for the full amount of all advances made thereunder, with respect or to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation be made thereunder and without regard to the time or character of such subordinationadvances, together with interest thereon and subject to all the terms and provisions thereof; and Tenant shall agrees, within ten (10) days after Landlord's written request therefore, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deeds of trust, or leasehold estates. Tenant hereby appoints Landlord the attorney- in-fact of Tenant irrevocably to execute and deliver promptly any certificate that document or documents provided for herein for and in the name of Tenant. Such power, being coupled with an interest, is irrevocable. 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 the Landlord reasonably may request. covering the Premises, the Tenant shall not do attorn to the purchaser upon any such foreclosure or omit sale and recognize such purchaser as the Landlord under this Lease. The provisions of this Article to do anything that the contrary notwithstanding, and so long as Tenant is obligated to do under the terms of not in default hereunder, this Lease so as to cause Landlord to be shall remain in default under any Fee Mortgagefull force and effect for the full term hereof.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement effectiveness of any such Fee Mortgagethis Lease, any Fee Mortgagee Lessor shall obtain from the Lessor's construction lender a recognition and non-disturbance agreement in form reasonably acceptable to Lessee, which (i) provides that this Lease shall not be terminated so long as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will Lessee is not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession default under this Lease, or terminate or disturb Tenant’s leasehold estate or (ii) recognizes all of Lessee's rights hereunder except following any foreclosure or deed-in-lieu of foreclosure, and (iii) imposes upon the acquiror of the Premises by foreclosure or deed-in-lieu of foreclosure the obligation to perform the unperformed obligations of the Lessor accruing after the date such holder acquires ownership of the Premises (herein a "recognition agreement"). Upon request of the Lessor, Lessee will in writing subordinate its rights hereunder to the lien of any first mortgage, or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof; provided that Lessee shall not be required to subordinate this Lease nor execute any documents subordinating this Lease to any of the foregoing, unless the ground lessor, lender, or other holder of the interest to which this Lease shall be subordinated contemporaneously executes a recognition agreement. In the event any proceedings are brought for foreclosure, or in the event of a Tenant Default (the exercise of power of sale under any mortgage or deed of trust made by the Lessor covering the Premises, the Lessee shall attorn to the purchaser upon any such agreementforeclosure or sale and recognize such purchaser as the Lessor under this Lease, if the successor-in-interest or any agreement ground lessor in question assumes, in writing, all unperformed obligations of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do Lessor under the terms of this Lease so as to cause Landlord to be in default under any Fee MortgageLease.

Subordination; Attornment. Landlord (a) Tenant's rights under this Lease are and shall always be entitled from time subordinate to time to place the operation and effect of any lease of land only or of land and buildings in a Fee Mortgage (as defined herein) on sale-leaseback transaction, and any part mortgage, deed of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage trust or trust deed which other security instrument now or hereafter is a lien on the entire fee simple title to placed upon the Property, or any part or parts thereof' by Landlord. This clause shall be self-operative, and no further instrument of subordination shall be required. In confirmation thereof Tenant shall execute such further assurances as the same may be renewedrequisite. In addition, modifiedXxxxxx agrees to attorn to any successor in interest to Landlord whether by purchase, amendedforeclosure, extendedsale in lieu of foreclosure, consolidated or coordinated from time to time. As a condition to the placement power of sale, termination of any lease of land only or land and buildings in a sale-leaseback transaction or otherwise, if so requested or required by such Fee Mortgagesuccessor in interest, and Xxxxxx agrees, upon demand, to execute such agreement or agreements in confirmation of such attornment as may be requested by Landlord. However, Tenant's obligation of subordination and attornment with respect to any Fee Mortgagee (as defined herein) mortgage hereafter encumbering the Property shall execute and deliver to and be conditioned upon the execution by the holder of such mortgage of an agreement, in favor of Tenant (and any Leasehold Mortgagee) an agreement the form then commonly used by such holder, to the effect that, if there shall be a notwithstanding any foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any mortgage or other way foreclose Tenant from exercise by the holder of its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationbe permitted to continue to occupy the Premises and exercise its rights hereunder, Tenant so long as there shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit occur no condition which, pursuant to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Lease, would have permitted Landlord to terminate this Lease or otherwise interfere with Xxxxxx's rights hereunder. Landlord or its mortgagee, any ground lessor or other similar secured party, may, at its option, make this Lease superior to any such mortgage, ground lease or other security instrument by giving Tenant ten (10) days prior written notice and no other documentation shall be in default under any Fee Mortgagenecessary to effect such change.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease The Sublease shall be subject and subordinate at all times to each the Lease and every Fee Mortgage which may now or hereafter affect the Property, or any part all amendments thereof, this Consent and all other instruments to all renewalswhich the Lease is or may hereafter be subject and subordinate. The provisions of this Consent and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or the Subtenant thereunder; it being agreed that in the event of termination (whether voluntary or involuntary), extensionsrejection (pursuant to 11 U.S.C. §365) or expiration of the Lease, supplementsunless otherwise elected by Landlord as hereinafter set forth, amendmentsthe Sublease shall be deemed terminated and Subtenant shall have no further rights (including, modificationswithout limitation, consolidations and replacements thereof or theretorights, substitutions thereforif any, and advances made thereunder, under 11 U.S.C. §365(h)) with respect to the Subleased Premises. If (a) the Lease is (or both the Lease and the Sublease are) terminated for any reason whatsoever or rejected (pursuant to 11 U.S.C. §365) by Tenant prior to its (or their) scheduled expiration date(s) or (b) if Landlord shall succeed to Tenant’s estate in the Subleased Premises, then in any such event, at Landlord’s election, Subtenant shall either attorn to and recognize Landlord as Subtenant’s landlord under the Sublease or enter into a new direct lease with Landlord upon the then executory terms of the Sublease (and if Landlord so elects as aforesaid Subtenant hereby waives its right to treat the Sublease as terminated under 11 U.S.C. §365(h)), provided that, in any such event, Landlord shall not be (i) liable for any previous act or omission of Tenant; (ii) subject to any offset or defense which Fee Mortgagetheretofore accrued to Subtenant (including, Tenant without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by Subtenant more than one month in advance not actually received by Landlord; (iv) liable for any security deposit not actually received by Landlord; (v) liable for any work or payments on account of improvements to the Subleased Premises; or (vi) bound by any amendment of the Sublease not consented to in writing by Landlord. Subtenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall promptly execute and deliver promptly any certificate that instrument Landlord may reasonably may requestrequest to evidence such attornment or direct lease. In the event of such attornment or direct lease, Tenant and Subtenant shall not do or omit transfer to do anything that Tenant is obligated to do Landlord any security deposit under the Sublease (such obligation to include, without limitation, the transfer and modification of any letter of credit posted as security). Subtenant shall reimburse Landlord for any costs and expenses that may be incurred by Landlord in connection with such attornment or direct lease including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, if Landlord does not elect to have Subtenant attorn to Landlord or enter into a new direct lease as described above, the Sublease and all rights of Subtenant to the Subleased Premises shall terminate upon the date of expiration or termination of the Lease or Tenant’s right to possession thereunder. The terms of this Lease so as to cause Landlord to be Section 3 supersede any contrary provisions in default under any Fee Mortgagethe Sublease.

Subordination; Attornment. Landlord This lease, at Landlord’s option, shall be entitled from time subordinate to time the lien of any deed of trust or mortgage subsequently placed upon the real property of which demised premises are apart, and to place a Fee Mortgage (as defined herein) on any part of the Campus, including and all advances made on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part security thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions thereof; provided, however, that as to the hen of any such deed of trust or theretomortgage Tenant’s right to quiet possession of the premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this lease, substitutions thereforunless this lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this lease prior to the lien of its mortgage, deed of trust, or ground lease, and advances shall give written notice thereof to Tenant, this lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. 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 thereunder, with respect to which Fee Mortgageby Landlord covering the demised premises, Tenant shall have received a Nondisturbance Agreementattorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this lease. In confirmation If upon any sale, assignment, or hypothecation of such subordinationthe demised premises or land thereunder by Landlord, or at any other time, an estoppel certificate shall be requested of Tenant in writing, Tenant shall agrees, within ten (10) days thereafter, to execute and deliver promptly the estoppel certificate provided by Landlord in recordable form addressed to any certificate such proposed mortgagee or purchaser or Landlord certifying requested information, including among other things, dates of commencement and termination of this lease, amounts of security deposits, and that Landlord reasonably may requestlease is in foil force and effect (if such be the case) and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall not do be liable for any loss or omit liability resulting from any incorrect information certified, and mortgagee and purchaser shall have the right to do anything that rely on such estoppel certificate. Tenant is obligated shall in the same manner acknowledge and execute any assignment of rights to do under the terms receive rents as required by any mortgagee of this Lease so as to cause Landlord to be in default under any Fee MortgageLandlord.

Subordination; Attornment. Landlord This Lease is and shall be entitled from time subordinate to time any encumbrance now of record or recorded after the date of this Lease affecting the Building, Site, other improvements, and land of which the Premises are a part. Such subordination is effective without any further act of Tenant. If any mortgagee, trustee, or ground lessor shall elect to place a Fee Mortgage (as defined herein) on have this Lease and any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title options granted hereby prior to the Propertylien of its mortgage, deed of trust, or any part thereofground lease, as the same may and shall give written notice thereof to Tenant, this Lease and such options shall be reneweddeemed prior to such mortgage, modifieddeed of trust, amendedor ground lease, extended, consolidated whether this Lease or coordinated from time to time. As a condition such options are dated prior or subsequent to the placement date of any such Fee Mortgagesaid mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor deed of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Leasetrust, or terminate ground lease, or disturb Tenant’s leasehold estate the date of recording thereof. In the event any proceedings are brought for foreclosure, or rights hereunder except in the event of a sale or exchange of the real property on which the Building is located, 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 Default (shall attorn to the purchaser upon any such agreementforeclosure and sale and recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute any documents reasonably required to effectuate an attornment or to make this Lease or any options granted herein subordinate or prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be, provided the rights of Tenant are not diminished or adversely affected as a result thereof. Landlord agrees that Tenant's obligations to subordinate under this Section 39 to any existing and future ground lease, mortgage, or deed of trust shall be conditioned upon Tenant's receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”this Section 39 as the "Superior Lienor"). This Lease Such non-disturbance agreement shall provide that Tenant's possession of the Premises shall not be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Propertyinterfered with following a foreclosure, or provided Tenant is not in default beyond any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, applicable cure periods. Landlord's obligation with respect to which Fee Mortgagesuch a non-disturbance agreement shall be limited to making a good faith effort to obtain the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationthe right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant shall execute and deliver promptly any certificate in the negotiation of, revisions to that Landlord reasonably may requestnon-disturbance directly with the Superior Lienor. Tenant shall not do or omit agrees to do anything that Tenant is obligated use its good faith efforts to do under reach agreement with the Superior Lienor upon acceptable terms and conditions of this Lease so as to cause Landlord to be in default under any Fee Mortgagea non-disturbance agreement.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, 25.1 Provided that any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not make Tenant a party defendant to such foreclosure (unless required by applicable law to do so), nor in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s 's possession under this Lease, or terminate or disturb Tenant’s 's leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “"Nondisturbance Agreement”"). This , this Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the PropertyPremises, or any part portion thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part This Lease and the rights of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title Tenant are expressly subject and subordinate to the Propertylien and provisions of any Mortgage. This provision will be self-operative, and no further instrument of subordination will be required in order to effect it. However, Tenant shall, within ten (10) days after receipt of written notice by Landlord, execute and deliver such further instruments, in such form as may be required by Landlord or any part thereofMortgagee of a proposed or existing Mortgage, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition subordinating this Lease to the placement lien of any such Fee Mortgage. Within sixty (60) days after (i) the execution of this Lease, and (ii) any Fee future date that Landlord enters into any new security device after the execution of this Lease, Landlord shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of such Security Device which is secured by the Premises which provides that Xxxxxx's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises, but the failure to obtain same shall not constitute a default by Landlord. In the event of the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, at the request of the then Landlord, shall attorn to such Mortgagee or purchaser in foreclosure or the party who, but for this Lease, would be entitled to possession of the Premises. Tenant shall, within ten (as defined herein10) shall days after receipt of written notice by Landlord or such Mortgagee, purchaser, or their successors, execute and deliver any instrument in such form as may be required by Landlord or such Mortgagee, purchaser, or their successors, to further evidence such attornment. This provision will be self-operative, and no further instrument of attornment will be required in order to effect it. Notwithstanding such subordination, Xxxxxx's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If Tenant fails to execute and deliver any requested Subordination and Non-Disturbance Agreement or any requested attornment agreement within the time periods required herein, Tenant shall have irrevocably appointed Landlord as Xxxxxx's attorney-in-fact to execute such instrument in Xxxxxx's name. Tenant shall send to the Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Xxxxxx sends to Landlord; such notices to said Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in favor the same manner as notices are required to be sent pursuant to Clause 33 [Notices] hereof. Tenant will accept performance of any provision of this Lease by such Mortgagee as performance by, and with the same force and effect as though performed by, Landlord. If any act or omission of Landlord would give Tenant (and any Leasehold Mortgagee) an agreement the right, immediately or after lapse of a period of time, to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under cancel or terminate this Lease, or terminate to claim a partial or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagetotal eviction, Tenant shall have received a Nondisturbance Agreement. In confirmation not exercise such right until (a) Tenant gives notice of such subordinationact or omission to Landlord and to each such Mortgagee, Tenant and (b) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall execute and deliver promptly any certificate that in no event be less than the period to which Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do entitled under the terms of this Lease so or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to cause Landlord to be in default under institute and complete any Fee Mortgageforeclosure proceedings).

Subordination; Attornment. Landlord This Lease shall unconditionally be and at all times remain subject and subordinate to any Mortgage now or in the future affecting the Premises, all without the necessity of Tenant executing further instruments to effect such subordination. This clause shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campusself-operative, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) but Tenant shall execute and deliver to Landlord, within 10 days after Landlord’s request, any further instruments confirming the subordination of this Lease and any further instruments of attornment that a Mortgagee may reasonably request, including an SNDA in the form reasonably required by the applicable Mortgagee. Notwithstanding anything to the contrary contained in this Section, the holder of any such Mortgage may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing 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 favor of Tenant (and any Leasehold Mortgagee) an agreement the event such Mortgagee shall have the same rights with respect to this Lease as though this Lease has been executed prior to the effect thatexecution, if there shall be a foreclosure delivery and recording of such Fee Mortgage. No Mortgagee shall: (a) be obligated to cure any default of Landlord; (b) be bound by (i) any payment of Base Rent for more than 1 month in advance, (ii) the obligation for any broker commission(s), or (iii) any amendment or modification of this Lease made without the express written consent of such Fee Mortgagee will not in Mortgagee; and (c) be liable for, nor subject to, (i) any other way foreclose offsets or defenses which Tenant from its rights, evict Tenant, disturb Tenant’s possession may have by reason of any act or omission of Landlord under this Lease, or terminate (ii) for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or disturb Tenantotherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. The provisions of the “Damage and Destruction” and “Condemnation” Sections above notwithstanding, Landlord’s leasehold estate obligation to restore the Premises after a casualty or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease condemnation shall be subject to the consent and subordinate prior rights of any Mortgagee. If any Mortgagee refuses to each allow Landlord to restore the Premises for any reason and every Fee Mortgage which may now or hereafter affect such Mortgagee’s refusal prevents Landlord from fulfilling its obligations under the Property“Damage and Destruction” and “Condemnation” Sections above, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, then Tenant shall have as its sole remedy with respect to which Fee Mortgagesuch failure by Landlord to fulfill these obligations the right to terminate this Lease. Tenant agrees to give any Mortgagee a written copy of any notice of default served upon the Landlord by Tenant ​ concurrently with delivery to Landlord, provided that, prior to such notice, Tenant shall have received a Nondisturbance Agreement. In confirmation has been notified in writing of the address of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may requestMortgagee. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.​

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.

Subordination; Attornment. Landlord (a) Subtenant acknowledges that this Sublease, the term hereof and all rights, estate, title and interest of Subtenant hereunder are and shall be entitled from time remain subject and subordinate in all respects to time to place a Fee Mortgage (as defined herein) on any part all of the Campus, including on terms and conditions of the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant Lease (and any Leasehold Mortgageeamendments or modifications thereto) an agreement and to all matters to which the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease is and shall be subject and subordinate (including, without limitation, the superior leases and mortgages as such terms are defined under the Lease). Such subordination shall be self-operative and no further instrument of subordination shall be required, but Subtenant shall promptly execute any commercially reasonable certificate confirming such subordination that Tenant may request so long as such certificate does not materially affect Subtenant’s rights or obligations hereunder. (b) In the event of any termination, re-entry or dispossess by Landlord under the Lease, Landlord may, at its option, either terminate this Sublease or take over all of the right, title and interest of Tenant under this Sublease and Subtenant shall, at Landlord's option, attorn to each Landlord and, during the Term, perform all of the terms, covenants and every Fee Mortgage conditions of this Sublease on the part of Subtenant to be performed. In the event of any such attornment, Landlord shall not be (a) liable for any previous act, omission or negligence of any prior sublessor (including without limitation Tenant), (b) subject to any counterclaims, defenses or offsets which Subtenant may now have against any prior sublessor (including without limitation Tenant), (c) bound by any modification or hereafter affect the Propertyamendment of this Sublease or by any prepayment of more than one month’s Fixed Rent and Additional Rent, unless such modification or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant prepayment shall have received a Nondisturbance Agreementbeen approved in writing by Landlord or (d) obligated to perform any repairs or other work in the Subpremises beyond Landlord’s obligations under the Lease. In confirmation The foregoing attornment shall be self- operative, without the necessity of such subordinationthe execution of any further instruments, Tenant shall execute but Subtenant agrees, upon the demand of Landlord, to execute, acknowledge and deliver promptly any certificate that Landlord reasonably may requestinstrument or instruments confirming such attornment. (c) The Tenant and the Subtenant hereby agree that, if the Subtenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default of any obligation of the Subtenant under any Fee Mortgage.this Sublease, which default also constitutes a default by the Tenant under the Lease, then the Landlord shall be permitted to avail itself of all of the rights and remedies available to the Tenant in connection therewith. Without limiting the generality of the foregoing, the Landlord shall

Subordination; Attornment. The Sublease shall be subject and subordinate at all times to the Lease and all amendments thereof, this Consent and all other instruments to which the Lease is or may hereafter be subject and subordinate. The provisions of this Consent and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or the Subtenant thereunder; it being agreed that in the event of termination (whether voluntary or involuntary), rejection (pursuant to 11 U.S.C. §365) or expiration of the Lease, unless otherwise elected by Landlord as hereinafter set forth, the Sublease shall be deemed terminated and Subtenant shall have no further rights (including, without limitation, rights, if any, under 11 U.S.C. §365(h)) with respect to the Premises. If (a) the Lease is (or both the Lease and the Sublease are) terminated for any reason whatsoever or rejected (pursuant to 11 U.S.C. §365) by Tenant prior to its (or their) scheduled expiration date(s) or (b) if Landlord shall be entitled from time succeed to time Tenant’s estate in the Premises, then in any such event, at Landlord’s election, Subtenant shall either attorn to place a Fee Mortgage and recognize Landlord as Subtenant’s landlord under the Sublease or pursuant to the Cloudflare Direct Lease (as defined herein) (and if Landlord so elects as aforesaid to have Subtenant attorn to and recognize Landlord as Subtenant’s Landlord under the Sublease, Subtenant hereby waives its right to treat the Sublease as terminated under 11 U.S.C. §365(h)), provided that, in any such event, Landlord shall not be (i) liable for any previous act or omission of Tenant; (ii) subject to any offset or defense which theretofore accrued to Subtenant (including, without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by Subtenant more than one month in advance; (iv) liable for any security deposit not actually received by Landlord; (v) liable for any work or payments on account of improvements to the Premises; or (vi) bound by any part amendment of the Campus, including on the PropertySublease not consented to in writing by Landlord. As used herein, a “Fee Mortgage” Subtenant shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall promptly execute and deliver any instrument Landlord may reasonably request to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of evidence such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, attornment or terminate or disturb Tenant’s leasehold estate or rights hereunder except in direct lease. In the event of a Tenant Default (any such agreement, attornment or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagedirect lease, Tenant shall have received a Nondisturbance Agreement. In confirmation not be responsible or liable for the performance of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do Subtenant’s obligations under the Sublease or the Cloudflare Direct Lease from and after the date of attornment or such Cloudflare Direct Lease. Subtenant shall reimburse Landlord for any costs and expenses that may be incurred by Landlord in connection with such attornment or direct lease including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, if Landlord does not elect to have Subtenant attorn to Landlord under the Sublease or pursuant to the New Lease as described above, the Sublease and all rights of Subtenant to the Premises shall terminate upon the date of expiration or termination of the Lease or Tenant’s right to possession thereunder. The terms of this Lease so Section 3 supersede any contrary provisions in the Sublease as to cause between Landlord to be in default under any Fee Mortgageand Subtenant.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, and of Lessee to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of effectuate such subordination. Lessor agrees to use commercially reasonable efforts to obtain, Tenant at no expense to Lessor, a commercially reasonable subordination and non-disturbance agreement from any current or future holder of any ground lease, lien, mortgage or deed of trust (“Holder”) that provides that so long as Lessee is not in default of this Lease beyond any applicable notice and cure period, such Holder shall recognize all of Lessee’s rights under this Lease (an “SNDA”); provided that Lessor’s failure to obtain such SNDA shall not affect this Lease in any way whatsoever or result in Lessor being deemed in default under this Lease. Lessee covenants and agrees to execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under upon demand and without charge therefor, such further instruments evidencing the terms subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as to cause Landlord to be Lessee is not in default under this Lease, this Lease shall not be terminated in the event of any Fee Mortgageforeclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease The Sublease shall be subject and subordinate at all times to each the Lease and every Fee Mortgage which may now or hereafter affect the Property, or any part all amendments thereof, this Consent and all other instruments to all renewalswhich the Lease is or may hereafter be subject and subordinate. The provisions of this Consent and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or the Subtenant thereunder; it being agreed that in the event of termination (whether voluntary or involuntary), extensionsrejection (pursuant to 11 U.S.C. §365) or expiration of the Lease, supplementsunless otherwise elected by Landlord as hereinafter set forth, amendmentsthe Sublease shall be deemed terminated and Subtenant shall have no further rights (including, modificationswithout limitation, consolidations and replacements thereof or theretorights, substitutions thereforif any, and advances made thereunder, under 11 U.S.C. §365(h)) with respect to the Subleased Premises. If (a) the Lease is (or both the Lease and the Sublease are) terminated for any reason whatsoever or rejected (pursuant to 11 U.S.C. §365) by Tenant prior to its (or their) scheduled expiration date(s) or (b) if Landlord shall succeed to Tenant’s estate in the Subleased Premises, then in any such event, Subtenant shall have no right to use or occupy any portion of the Premises (or other space in the Building occupied or controlled by Tenant) which Fee Mortgageis not part of the Subleased Premises, and at Landlord’s election, Subtenant shall either attorn to and recognize Landlord as Subtenant’s landlord under the Sublease or enter into a new direct lease with Landlord upon the then executory terms of the Sublease (and if Landlord so elects as aforesaid Subtenant hereby waives its right to treat the Sublease as terminated under 11 U.S.C. §365(h)), provided that, in any such event, Landlord shall not be (i) liable for any previous act or omission of Tenant; (ii) subject to any offset or defense which theretofore accrued to Subtenant (including, without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by Subtenant more than one month in advance; (iv) liable for any security deposit not actually received by Landlord; (v) liable for any work or payments on account of improvements to the Subleased Premises; or (vi) bound by any amendment of the Sublease not consented to in writing by Landlord. Subtenant shall promptly execute and deliver any instrument Landlord may reasonably request to evidence such attornment or direct lease. In the event of such attornment or direct lease, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly transfer to Landlord any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do security deposit under the Sublease (such obligation to include, without limitation, the transfer and modification of any letter of credit posted as security). Subtenant shall reimburse Landlord for any costs and expenses that may be incurred by Landlord in connection with such attornment or direct lease including, without limitation, reasonable attorneys' fees. Notwithstanding the foregoing, if Landlord does not elect to have Subtenant attorn to Landlord or enter into a new direct lease as described above, the Sublease and all rights of Subtenant to the Subleased Premises shall terminate upon the date of expiration or termination of the Lease or Tenant’s right to possession thereunder. The terms of this Lease so as to cause Landlord to be Section 3 supersede any contrary provisions in default under any Fee Mortgagethe Sublease.

Subordination; Attornment. Landlord Subject to Section 24.2, below, this Lease is and shall at all times be entitled from time and remain subject and subordinate to time to place a Fee Mortgage (as defined herein) on the lien of any part mortgage, deed of the Campustrust, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage ground lease or trust deed which underlying lease now or hereafter is a lien on in force against the entire fee simple title Premises, and to all advances made or hereafter to be made upon the Property, or any part security thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) Tenant shall execute and deliver return to Landlord any documentation reasonably requested by Landlord in order to confirm the foregoing subordination within ten (10) business days after Landlord's written request. If Tenant does not provide Landlord with such subordination documents within ten (10) business days after Landlord's written request, then Tenant hereby appoints and in favor of authorizes Landlord to execute such reasonable subordination documents acting as duly authorized agent and attorney-in-fact for Tenant (and any Leasehold Mortgagee) an agreement to the effect thatfor such purpose only, if there which appointment shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in deemed irrevocable and coupled with an interest. In the event any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Leaseproceedings are brought for foreclosure, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (the exercise of the power of sale under any such agreement, mortgage or any agreement deed of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect trust made by the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee MortgageLandlord covering the Premises, Tenant shall have received attorn to the purchaser at any such foreclosure, or to the grantee of a Nondisturbance Agreement. In confirmation deed in lieu of foreclosure, and recognize such subordination, Tenant shall execute and deliver promptly any certificate that purchaser or grantee as the Landlord reasonably may request. Tenant shall not do or omit under this Lease pursuant to do anything that Tenant is obligated to do under the terms of the SNDA (as hereinafter defined). Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by any payment or Rent or additional rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease so as made without the consent or Landlord's mortgagee or such successor in interest, (iii) liable for damages for any breach, act or omission of any prior Landlord, (iv) bound to cause Landlord effect or pay for any construction for Tenant's occupancy, or (v) subject to be in default under any Fee Mortgageclaim of offset or defenses that Tenant may have against any prior Landlord.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage  (as defined hereina) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate at all times to each and every Fee Mortgage which may the lien of any mortgage, deed of trust or other security interest now or hereafter affect placed upon the Property, or Premises and/or on any part thereofportion of the Shopping Center, and to all renewals, extensions, supplementsmodifications, amendments, modificationsconsolidations, consolidations and replacements thereof or thereto, substitutions thereforreplacements, and advances made thereunderextensions thereof, provided Landlord obtains from the holder of any and all mortgages, deeds of trust or security agreements now in effect or hereafter placed upon the Premises an agreement that if, by dispossess, foreclosure, or otherwise such holder or any successor in interest or purchaser, shall come into possession of the Premises and/or the Shopping Center, or take over the rights of the Landlord in the Premises and/or the Shopping Center, it will not disturb the possession, use or enjoyment of the Premises by the Tenant, its successors or assigns, nor disaffirm this Lease or the Tenant's rights or estate hereunder, so long as all of the covenants and obligations hereunder of the Tenant are fully performed in accordance with respect to which Fee Mortgage, the terms of this Lease and Tenant is not in default under the terms of this Lease. The Tenant shall have received a Nondisturbance Agreement. In execute and deliver any instrument which may be reasonably required by Landlord in confirmation of such subordination, promptly upon Landlord's request.    (b) Tenant shall execute shall, in the event of a sale or assignment of Landlord's interest in the Premises or the Building or the Shopping Center, or if the Premises or such Building or Shopping Center comes into the hands of a mortgagee, ground lessor or any other person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, termination of the ground lease, or otherwise, attorn to the purchaser or such mortgagee or other person and deliver promptly any certificate that recognize the same as Landlord reasonably may requesthereunder. Tenant shall not do execute, at Landlord's request, any attornment agreement required by any mortgagee, ground lessor or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord other such person to be in default under any Fee Mortgageexecuted, containing such reasonable provisions as such mortgagee, ground lessor or other person requires. No such attornment shall relieve the Landlord from liability for matters arising prior to the date of such attornment.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter represents and warrants that there is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to timeno current Mortgagee. As a condition to the placement of any such Fee MortgageTenant’s subordination for all future Mortgagees, any Fee Mortgagee (as defined herein) shall execute Landlord will secure for and promptly deliver to and in favor of Tenant (and any Leasehold a non-disturbance agreement on such future Mortgagee) an agreement to the effect ’s commercially reasonable standard form, which shall provide that, if there shall be in the event Tenant is not in a foreclosure of such Fee Mortgagedefault beyond applicable notice and cure periods, such Fee Mortgagee will not in any other way foreclose Tenant from its disturb the terms of the Lease, including without limitation the covenant to complete the required construction, to fund Tenant’s allowance, and will not disturb the termination rights, evict Tenantself-help rights, disturb Tenant’s possession under this rights of expansion and purchase rights as set forth in the Lease, and otherwise subject to approval by Tenant in its reasonable discretion. If Landlord requests Txxxxx's review of any non-disturbance agreement as to a future Mortgagee Tenant will provide its approval or terminate disapproval (with detailed reasons therefor and reasonably changes to such form) within fifteen (15) business days after receipt of such request. Subject to the foregoing, Txxxxx accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or disturb Tenant’s leasehold estate other lien(s) or rights hereunder except in encumbrances now or subsequently arising upon the event of a Tenant Default (any such agreementPremises, the Building, or any agreement of similar importthe Project, from a Fee Mortgagee being hereinafter called and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Nondisturbance AgreementMortgage”). This Lease clause shall be subject and self-operative except as provided above, but upon request from a Mortgagee, in lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to each and every Fee Mortgage which may now or hereafter affect this Lease. If, in connection with obtaining financing for the Property, Project or any part portion thereof, and any Mortgagee shall request reasonable modifications to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect this Lease as a condition to which Fee Mortgagesuch financing, Tenant shall have received a Nondisturbance Agreement. In confirmation of not unreasonably withhold, condition, or delay its consent to such subordinationmodifications, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not provided such modifications do not, in Tenant’s reasonable discretion, adversely affect Tenant’s rights or omit to do anything that Tenant is obligated to do increase Tenant’s obligations under the terms of this Lease so as to cause Landlord to be in default under any Fee MortgageLease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage any mortgage or deed of trust which may now or at any time hereafter affect may encumber the Property, or any part thereofPremises, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or theretoconsolidations, substitutions thereforreplacements, and advances made thereunderextensions thereof, with respect provided that the Landlord’s mortgage lender provides Tenant, in a subordination, attornment and non-disturbance agreement in form reasonably acceptable to which Fee MortgageTenant, that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Tenant shall not be made a party defendant thereto, judicial or private power of sale foreclosure of the mortgage, such foreclosure will not disturb Tenant’s rights under this Lease (and that the purchaser at foreclosure or grantee of a deed in lieu of foreclosure will be automatically deemed to have received a Nondisturbance assumed the obligations of Landlord under this Lease first arising after the date of such foreclosure, provided that Tenant there is not then existing any uncured Event of Default by Tenant under this Lease (an “Acceptable SNDA Agreement”). In confirmation of such subordination, Tenant shall, within ten (10) days after Xxxxxxxx’s request, execute promptly any Acceptable SNDA Agreement that Landlord may request. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of the foreclosing lienholder. Upon request by the ​ ​ PURCHASE & SALE AGREEMENT - 10.06 ACRES IN BAYTOWN, HARRIS COUNTY, TX (ORION MARINE CONSTRUCTION, INC. & PELICAN MARINE SERVICES, LLC) ​ successor in interest upon foreclosure, Xxxxxx shall execute and deliver promptly any certificate that an instrument or instruments confirming the attornment provided for herein. In addition to the foregoing, Xxxxxx agrees to give the trustee or the beneficiary under such mortgage or deed of trust (the “Holder”) written notice of each and every default by Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as that is given to cause Landlord and not to exercise any right to terminate this Lease unless Holder fails to cure such default by the later of (A) thirty (30) days after the Holder’s receipt of such notice of default, or (B) ten (10) days after the time period permitted to Landlord to be in cure such default under this Lease or applicable law, provided that Holder (or successor in interest) shall never have any Fee Mortgageobligation or duty to cure any such default while it is not the successor Landlord under this Lease through foreclosure. Landlord represents and warrants to Tenant that on the Effective Date the Premises are not subject to any mortgage or deed of trust created by Landlord, but Landlord reserves the right to subsequently place a mortgage or deed of trust on the Premises subject to complying with this section.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under accepts that this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be and at all times remain subject and subordinate to each and every Fee any Mortgage which may now or hereafter affect in the future affecting the Premises, all without the necessity of Tenant’s executing further instruments to effect such subordination except as required below, provided that Tenant’s rights under this Lease are not materially modified by the Mortgagee and that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee, or anyone claiming by, through or under such Mortgagee, so long as Tenant is not in default beyond any applicable notice and cure periods under this Lease; provided that Landlord obtains a subordination, non-disturbance and attornment agreement (“SNDA”) in the form attached hereto as Exhibit M, from the holder of any current or future Mortgage affecting the Property, or any part thereof, and to . So long as Landlord has delivered all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordinationrequired SNDAs, Tenant shall execute and deliver promptly to Landlord, within 15 days after Landlord’s request, any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under further commercially reasonable instruments confirming the terms subordination of this Lease so and any further commercially reasonable instruments of attornment that the Mortgagee may reasonably request, including an SNDA. Notwithstanding anything to the contrary contained in this Section 20.2, the holder of any such Mortgage may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of executing, delivery or recording and in the event such Mortgagee shall have the same rights with respect to this Lease as though this Lease has been executed prior to cause the executing, delivery and recording of such Mortgage. Tenant agrees to give any Mortgagee, a written copy of any notice of default served upon the Landlord by Tenant concurrently with delivery to be Landlord, provided that, prior to such notice, Tenant has been notified in default under any Fee Mortgagewriting of the address of such Mortgagee. Landlord represents and warrants to Tenant that, as of the Effective Date, there is no Mortgage affecting the Premises.

Subordination; Attornment. Landlord This Lease is hereby automatically subject and subordinate to any mortgage, deed of trust or similar encumbrance including ground or underlying leases presently existing or hereafter voluntarily placed upon the Building or the Premises, including any renewals, extensions or modifications thereof; and the recording of any such mortgage, deed of trust or similar encumbrance shall be entitled from time make it prior and superior to time to place a Fee Mortgage (as defined herein) on any part this Lease regardless of the Campusdate of execution or recording of either document. Upon request of the Landlord, including on Tenant will in writing confirm the Property. As used hereinsubordination of its rights hereunder to the lien of any first mortgage, a “Fee Mortgage” shall mean or first deed of trust to any mortgage bank, insurance company or trust deed which other lending institution, now or hereafter is in force against the land and Building of which the Premises are a lien on part, and upon any buildings hereafter placed upon the entire fee simple title land of which the Premises are a part, and to all advances made or hereafter to be made upon the Propertysecurity thereof. In the event any proceedings are brought for foreclosure, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant Default (shall attorn to the purchaser upon any such agreementforeclosure or sale and recognize such purchaser as the Landlord under this Lease. The provisions of this Section to the contrary notwithstanding, or any agreement of similar importand so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof. Landlord agrees to use its best efforts to obtain, at its sole cost and expense, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject the Lender (as defined below) and subordinate to each and every Fee Mortgage which may now or hereafter affect the Propertyfuture lenders, or any part thereofground lessors, and to all renewalsany holders of a superior interest, extensionsa subordination, supplementsnondisturbance and attornment agreement in a commercially reasonable form; provided, amendmentshowever, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant that Landlord shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit reasonable time to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgageso.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part This Lease and the rights of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title Tenant are expressly subject and subordinate to the Propertylien and provisions of any Mortgage. This provision will be self-operative, and no further instrument of subordination will be required in order to effect it. However, Tenant shall, within ten (10) days after receipt of written notice by Landlord, execute and deliver such further instruments, in such form as may be required by Landlord or any part thereofMortgagee of a proposed or existing Mortgage, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition subordinating this Lease to the placement lien of any such Fee Mortgage. Within sixty (60) days after (i) the execution of this Lease, and (ii) any Fee future date that Landlord enters into any new security device after the execution of this Lease, Landlord shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of such Security Device which is secured by the Premises which provides that Tenant’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises, but the failure to obtain same shall not constitute a default by Landlord. In the event of the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, at the request of the then Landlord, shall attorn to such Mortgagee or purchaser in foreclosure or the party who, but for this Lease, would be entitled to possession of the Premises. Tenant shall, within ten (as defined herein10) shall days after receipt of written notice by Landlord or such Mortgagee, purchaser, or their successors, execute and deliver any instrument in such form as may be required by Landlord or such Mortgagee, purchaser, or their successors, to further evidence such attornment. This provision will be self-operative, and no further instrument of attornment will be required in order to effect it. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If Tenant fails to execute and deliver any requested Subordination and Non-Disturbance Agreement or any requested attornment agreement within the time periods required herein, Tenant shall have irrevocably appointed Landlord as Tenant’s attorney-in-fact to execute such instrument in Tenant’s name. Tenant shall send to the Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant sends to Landlord; such notices to said Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in favor the same manner as notices are required to be sent pursuant to Clause 33 [Notices] hereof. Tenant will accept performance of any provision of this Lease by such Mortgagee as performance by, and with the same force and effect as though performed by, Landlord. If any act or omission of Landlord would give Tenant (and any Leasehold Mortgagee) an agreement the right, immediately or after lapse of a period of time, to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under cancel or terminate this Lease, or terminate to claim a partial or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagetotal eviction, Tenant shall have received a Nondisturbance Agreement. In confirmation not exercise such right until (a) Tenant gives notice of such subordinationact or omission to Landlord and to each such Mortgagee, Tenant and (b) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall execute and deliver promptly any certificate that in no event be less than the period to which Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do entitled under the terms of this Lease so or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to cause Landlord to be in default under institute and complete any Fee Mortgageforeclosure proceedings).

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease The Sublease shall be subject and subordinate at all times to each the Lease and every Fee Mortgage which may now or hereafter affect the Property, or any part all amendments thereof, this Consent and all other instruments and matters to all renewals, extensions, supplements, amendments, modifications, consolidations which the Lease (as amended) is or may hereafter be subject and replacements thereof subordinate. The provisions of this Consent and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or thereto, substitutions therefor, and advances made the Subtenant thereunder, it being agreed that in the event of termination or expiration of the Sublease or the Lease, unless otherwise elected by Landlord as hereinafter set forth, the Sublease shall be terminated and Subtenant shall have no further rights with respect to the Subleased Premises. If the Lease is terminated prior to its scheduled expiration date or if Landlord shall succeed to Tenant’s estate in the Subleased Premises, then at Landlord’s election, Subtenant shall attorn to and recognize Landlord as Subtenant’s sublandlord under the Sublease provided that Landlord shall not be (a) liable for any previous act or omission of Tenant or Subtenant, (b) subject to any offset or defense which Fee Mortgagetheretofore accrued to Subtenant, Tenant (c) bound by any rent or other sums paid by Subtenant more than one month in advance, (d) liable for any security deposit not actually received by Landlord, (e) liable for any work or payments on account of improvements to the Subleased Premises or (f) bound by any amendment of the Sublease not consented to in writing by Landlord. Subtenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall promptly execute and deliver promptly any certificate instrument Landlord may reasonably request to evidence such attornment. Subtenant shall reimburse Landlord for any reasonable costs and expenses that may be incurred by Landlord reasonably may requestin connection with such attornment including, without limitation, reasonable attorneys’ fees and disbursements. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms [The provisions of this Lease so as Section 4 are expressly subject to cause Landlord to be in default under any Fee Mortgage.the provisions of Section 14.13

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any farther instruments on the part thereof, and of Lessee to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of effectuate such subordination, Tenant shall . Lessee covenants and agrees to execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under upon demand and without charge therefor, such further instruments evidencing the terms subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as to cause Landlord to be Lessee is not in default under this Lease, this Lease shall not be terminated in the event of any Fee Mortgageforeclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of hurt covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and norm as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale.

Subordination; Attornment. Landlord This Lease, at Landlord’s option, shall be entitled from time subordinate to time the lien of any deed of trust or mortgage subsequently placed upon the real property of which the Premises are a part, and to place a Fee Mortgage (as defined herein) on any part of the Campus, including and all advances made on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part security thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions thereof; provided, however, that as to the lien of any such deed of trust or theretomortgage Tenant’s right to quiet possession of the Premises shall not be disturbed as a result of such subordination. If any mortgagee, substitutions therefortrustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and advances shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. 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 thereunder, with respect to which Fee Mortgageby Landlord covering the Premises, Tenant shall have received a Nondisturbance Agreementattorn to the purchaser upon any such fore­closure or sale and recognize such purchaser as Landlord under this Lease. In confirmation If upon any sale, assignment, or hypothecation of such subordinationthe Shopping Center, the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate and/or financial statement shall be requested of Tenant, Tenant shall, within ten (10) days thereafter, deliver such financial statement, and such estoppel * Tenant is in the process of developing a set of working drawings for the initial interior improvements of the Premises that are necessary for Tenant to adequately conduct its business on the Premises. It will be the responsibility of Tenant to construct such tenant improvements and to install any trade fixtures set forth on such working drawings. Tenant agrees to furnish said working drawings to Landlord within one hundred twenty (120) days of the date hereof and said working drawings shall execute be approved by Landlord in its reasonable discretion. certificate (in recordable form) addressed to any such proposed mortgagee or purchaser or to Landlord, certifying the requested information, including among other things the dates of commencement and deliver promptly any certificate termination of this Lease, the amount of the security deposit, if any, and that Landlord reasonably may requestthis Lease is in full force and effect (if such be the case) and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall not do be liable for any loss or omit liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to do anything that rely on such estoppel certificate and financial statement. Tenant is obligated shall in the same manner acknowledge and execute any assignment of rights to do under the terms receive rents as required by any mortgagee of this Lease so as to cause Landlord to be in default under any Fee MortgageLandlord.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute This Lease and deliver to and in favor all rights of Tenant (------------------------- hereunder are and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject to and subordinate in all respects to each all present and every Fee Mortgage future ground leases, overriding leases and underlying leases of the Premises, Building or the Land and to all mortgages and building loan agreements, including leasehold mortgages and building loan mortgages, which may now or hereafter affect the Propertysame, to each and every advance made or any part thereofto be made under such mortgages, and to all renewals, extensions, supplements, amendments, modifications, replacements and consolidations of such mortgages. This Section 21 shall be self-operative and replacements thereof no further instrument of subordination shall be required. If the holder of a superior mortgage shall succeed to Landlord's estate in the Building or theretothe rights of Landlord under this Lease, substitutions thereforwhether through possession or foreclosure action or delivery of a deed or otherwise, and advances made thereunder, with respect then at the election of such party so succeeding to which Fee MortgageLandlord's rights (herein sometimes called "successor landlord"), Tenant shall have received a Nondisturbance Agreement. In confirmation of attorn to and recognize such subordinationsuccessor landlord as Tenant's landlord under this Lease, Tenant and shall promptly execute and deliver promptly any certificate instrument that Landlord such successor landlord may reasonably may requestrequest to evidence such attornment. Tenant hereby irrevocably appoints such successor landlord as Tenant's attorney- in-fact to execute and deliver such instrument for and on behalf of Tenant. Tenant hereby waives any right Tenant may have under any present or future law to terminate this Lease or surrender the Premises by reason of the institution of any action to foreclose a superior mortgage, and this Lease shall not do be affected by any such action unless and until the holder of the superior mortgage elects in such proceeding or omit action to do anything that Tenant is obligated terminate this Lease. Landlord agrees to do under the terms request from its mortgagee a Non-Disturbance Agreement in favor of this Lease so as Tenant, provided all costs and expenses related to cause Landlord to securing such agreement shall be in default under any Fee Mortgageborne by Tenant.

Subordination; Attornment. Landlord shall be entitled from time Subject to time to place Xxxxxx’s receipt of a Fee Mortgage commercially reasonable and customary subordination, non-disturbance and attornment agreement (as defined herein) on any part of “SNDA”), this Lease and the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor rights of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall will be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be expressly subject and subordinate to each the lien and every Fee Mortgage which may now or hereafter affect provisions of any mortgage entered into by Landlord that encumbers the PropertyPremises (“Mortgage”). Tenant shall, or any part thereofwithin fifteen (15) days after receipt of written notice by Xxxxxxxx, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly such ACTIVE 685132794v3 further instruments, in such form as may be required by Landlord or any certificate Mortgagee of a proposed or existing Mortgage and otherwise acceptable to Tenant, in its reasonable discretion, subordinating this Lease to the lien of any such Mortgage. Landlord will use commercially reasonable efforts to obtain an SNDA from any Mortgagee. If and as a Mortgagee shall so elect, this Lease and Xxxxxx’s rights hereunder shall be superior and prior in right to its Mortgage, with the same force and effect as if this Lease had been executed, delivered and recorded prior to the execution, delivery and recording of such Mortgage. In the event of the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, at the request of the Mortgagee and subject to the SNDA, shall attorn to such Mortgagee or purchaser in foreclosure or the party who, but for this Lease, would be entitled to possession of the Premises, and Xxxxxx agrees that this Lease shall not terminate unless Tenant is specifically named and joined in any such action and unless a judgment is obtained therein against Tenant. Tenant shall, within fifteen (15) days after receipt of written notice by Landlord or such Mortgagee, purchaser, or their successors, execute and deliver any instrument in such form as may be required by Landlord or such Mortgagee, purchaser, or their successors and reasonably may requestacceptable to Tenant, to further evidence such attornment. Tenant shall not do or omit send to do anything the Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant is obligated Xxxxxx sends to do under Landlord subject to and in accordance with the terms of this Lease so as to cause Landlord to be in default under any Fee MortgageSNDA.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title Subject to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement terms of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (this Section 12.03 and any Leasehold Mortgagee) an agreement to the effect thatSNDA, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate at all times to each and every Fee Mortgage which may now any mortgage, deed to secure debt, ground lease, deed of trust or hereafter affect other instrument in the Property, or any part nature thereof, and to all renewalsany amendments or modifications thereto (each, extensions, supplements, amendments, modifications, consolidations a “Mortgage”) presently existing or hereafter encumbering the Premises and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received recognize as its landlord and attorn to any person succeeding to Landlord under this Lease upon any foreclosure, or deed in lieu of foreclosure, of such Mortgage at the election of such successor-in-interest (such party herein called a Nondisturbance Agreement“New Owner”). Such subordination shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such Mortgage; provided, however, Landlord shall use commercially reasonable efforts to deliver to Tenant a subordination non-disturbance and attornment agreement in a commercially reasonable form executed by Landlord and the appropriate holder of such Mortgage (each, an “SNDA”). In confirmation connection with the foregoing, within thirty (30) days after Tenant’s execution of such subordinationthis Lease, Landlord shall use commercially reasonable efforts to provide Tenant with a commercially reasonable and mutually acceptable SNDA from the holder of the current Mortgage encumbering the Premises in substantially the form attached hereto as Exhibit G; provided, however, that neither the failure nor refusal of any Mortgage holder to execute and deliver an SNDA shall render Landlord liable therefor. Furthermore, within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver promptly any certificate that Landlord to Landlord, without cost, an SNDA in substantially the form attached hereto as Exhibit G to the holder of a Mortgage, or New Owner deems reasonably may request. Tenant shall not do necessary or omit desirable to do anything that Tenant is obligated to do under confirm the terms subordination of this Lease so and Tenant’s attornment obligations. Notwithstanding the foregoing, any holder of a Mortgage shall have the right to elect, by written notice given to Tenant, to have this Lease be superior to its Mortgage. As long as to cause Landlord to be Tenant is not in default (after notice and opportunity to cure as set forth in this Lease) under any Fee Mortgagethis Lease when New Owner acquires title to the Premises, New Owner will not disturb or otherwise interfere with Tenant’s possession of the Premises for the remainder of the Lease Term, subject to the terms and conditions of the applicable SNDA.

Subordination; Attornment. This Lease at the option of Landlord shall in all respects be entitled from time to time to place a Fee Mortgage (as defined herein) on junior and subordinate to, but not limited to, the following: any part ground lease, mortgage, deed of trust, easement agreements, declaration of covenants, conditions and restrictions, other matters of record and all of the Campusprovisions contained therein, including on now existing or at any time hereinafter created, covering all or any portion of the PropertyShopping Center. As used hereinWithin ten (10) days of written request of Landlord, from any mortgagee or deed of trust trustee, or beneficiary of Landlord, or from any lessor of Landlord, Tenant shall in writing execute a “Fee Mortgage” shall mean subordination of its rights hereunder to the lien of any mortgage or deed of trust deed or lease which Landlord is the lessee, or declaration of covenants, conditions, restrictions or easement agreement now or hereafter is a lien hereinafter in force on or against the entire fee simple title Shopping Center or any portion thereof or to the Propertyinterest of any ground lessor of any portion of the Shopping Center. The provisions of this Section 24 to the contrary notwithstanding, any such agreement of subordination shall provide that so long as Tenant is not in default hereunder, this Lease shall remain in fall force and effect for the full term hereof. I:. the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any part thereofmortgage or deed of trust made by Landlord covering the premises, as or should the same may lease in which Landlord is the lessee be renewedterminated, modified, amended, extended, consolidated or coordinated from time to time. As a condition Tenant shall attorn to the placement of purchaser, or lessor under said lease under any such Fee Mortgageforeclosure, any Fee Mortgagee (sale or lease termination and recognize such purchaser or lessor as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession Landlord under this Lease, provided that the purchaser or terminate lessor shall acquire and accept the premises subject to this Lease, providing, however, such purchaser or disturb Tenant’s leasehold estate or rights hereunder except in the event lessor shall not be bound by any prepayment of a Tenant Default more than one (any such agreement, 1) month's rental or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms material amendment of this Lease so as made after the date such lessor's interest arose or after the date of the creation of the mortgage or deed of trust, foreclosure on which resulted in a sale to cause Landlord to be in default under any Fee Mortgagethe purchaser.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of Lessee so effectuate such subordination, Tenant shall . Lessee covenants and agrees to execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under upon demand and without charge therefor, such further instruments evidencing the terms subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as to cause Landlord to be Lessee is not in default under this Lease, this Lease shall not be terminated in the event of any Fee Mortgageforeclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale. Lessor hereby agrees to use reasonable efforts to obtain for the benefit of Lessee an agreement of non-disturbance and attornment in commercially reasonable form from any mortgagee, trust deed beneficiary or ground or underlying lessor under a mortgage, deed of trust or ground or underlying lease which is presently senior in interest to this Lease or to which this Lease is hereafter required to be subordinated pursuant to this Article.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be is subject and subordinate to each all ground or underlying leases and every Fee Mortgage to all mortgages which may now or hereafter affect such leases or the PropertyProject (collectively, or any part thereof“Mortgages”), and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions of any such Mortgages. At the request of any underlying lessor or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgagemortgagee, Tenant shall attorn to such underlying lessor or mortgagee, its successors in interest or any purchaser in a foreclosure sale. If an underlying lessor or mortgagee or any other person 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, as long as no Event of Default occurs under this Lease after Tenant’s receipt of written notice of such default, the holder of the Mortgage will not disturb Tenant’s rights of possession under this Lease. 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, (i) Tenant shall be deemed to have received attorned to and recognized such successor landlord as Landlord under this Lease and (ii) this Lease shall continue in full force and effect as a Nondisturbance Agreementdirect lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the Project. In confirmation of such subordinationsubordination and/or attornment, Tenant shall execute and deliver promptly any certificate that Landlord may reasonably may request. Tenant hereby covenants and agrees that the holder of any existing Mortgage, or anyone claiming by, through or under said holder shall not do be: (a) liable for any act or omit omission for any prior landlord (including Landlord), (b) subject to do anything that any offsets or defenses which Tenant is obligated might have against any prior landlord (including Landlord), (c) bound by any Base Rent or Additional Rent or other charges which Tenant might have paid for more than the current month to do under the terms a prior landlord (including Landlord), or (d) bound by any modification of this Lease so as made without the consent of such Mortgagee. Tenant will execute and deliver to Landlord, concurrently with Tenant’s execution of this Lease and delivery thereof to Landlord, a subordination, non- disturbance and attornment agreement in the form of Exhibit E attached hereto and incorporate herein (“SNDA Agreement”). Landlord will use commercially reasonable efforts to cause Landlord Landlord’s existing Mortgage holder to be in default under any Fee Mortgageexecute the SNDA Agreement and to return the executed SNDA Agreement to Tenant as soon as commercially practicable following the full execution of this Lease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereofof Lessee to effectuate such subordination. Lessee covenants and agrees to execute and deliver upon demand and without charge therefor, such further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as Lessee is not in default under this Lease, this Lease shall not be terminated in the event of any foreclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to all renewalsLessee, extensionsthis Lease shall be deemed prior to such mortgage, supplementsdeed of trust or lease, amendmentswhether this Lease is dated prior or subsequent to the date of said mortgage, modificationsdeed of trust, consolidations and replacements thereof or theretolease or the date of the recording thereof. Notwithstanding anything to the contrary contained in this Lease, substitutions therefor, and advances made thereunder, so long as a mortgage or deed of trust encumbering the Project or Building remains outstanding with respect to which Fee Mortgage, Tenant shall have received Lessee has previously entered into a Nondisturbance Agreement. In confirmation non-disturbance agreement with the applicable mortgagee or trust deed beneficiary providing that Lessee will not subordinate this Lease to any other lien against the Project or Building without the consent of such subordinationmortgagee or trust deed beneficiary, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant then Lessee shall not do be required to subordinate this Lease to any other lien against the Project or omit Building without the consent of such mortgagee or trust deed beneficiary. If any proceedings are brought to do terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale. Notwithstanding anything that Tenant is obligated to do the contrary contained in the foregoing, Lessor shall use commercially reasonable efforts to obtain from any existing mortgagee or trust deed beneficiary under a mortgage or deed of trust encumbering the terms Project or Building as of the execution of this Lease so as Lease, non-disturbance protection for Lessee (which shall be deemed to cause Landlord include an election by such mortgagee or beneficiary to be in default under any Fee Mortgagesubordinate its lien to this Lease) on commercially reasonable terms within thirty (30) days following the execution of this Lease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease is made and shall be subject and subordinate to each any existing or future encumbrance created by Landlord and every Fee Mortgage which may now or hereafter affect the Property, covering all or any part thereofportion of the Project; provided, however, that such subordination shall only be effective as to any encumbrance if the holder of the encumbrance agrees that this Lease shall survive the termination of the encumbrance by lapse of time, foreclosure or otherwise and that all holders of the encumbrance will be bound by this Lease and by all of Tenant’s rights under the Lease and Tenant agrees to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect shall attorn to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation the holders of such subordinationencumbrance(s). Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver promptly to Landlord, within fifteen (15) Business Days after written request by Landlord and in a form reasonably requested by Landlord and consistent with this Section 21, any certificate additional commercially reasonable documents evidencing the subordination of this Lease, the nondisturbance agreement of all holders of encumbrances and Tenant’s agreement to attorn. If the interest of Landlord in the Project is transferred pursuant to, or in lieu of proceedings for enforcement of any encumbrance and provided that Landlord reasonably may request. the new owner of the Project complies with the requirements of this Section 21, Tenant shall not do immediately and automatically following notice of such transfer attorn to the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms, and subject to the conditions, otherwise set forth in this Lease. Within thirty (30) days following the Effective Date, Landlord shall use commercially reasonable efforts to receive from Landlord’s current lender, a subordination, non-disturbance and attornment agreement, reasonably acceptable to Tenant, that provides (among other things) that this Lease shall survive the termination of the encumbrance by lapse of time, foreclosure or omit to do anything otherwise and that Tenant is obligated to do all holders of the encumbrance will be bound by this Lease and by all of Tenant’s rights under the terms Lease and Tenant agrees to attorn to the holders of this Lease so as to cause Landlord to be in default under any Fee Mortgagesuch encumbrance.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage any mortgage or deed of trust (both hereafter a "Mortgage") which may now heretofore or hereafter affect be placed against the Propertydemised Premises by Landlord, unless the mortgagee or beneficiary thereunder (both hereafter a "mortgagee") requests that this Lease be superior to its Mortgage, in which event this Lease shall be superior. In the event any part proceedings are brought for foreclosure of any Mortgage on the Demised Premises, Tenant will attorn to the purshaser at a foreclosure sale, and any assignee thereof, and recognize such purchaser or assignee as Landlord under this Lease provided such purchaser or assignee agrees not to all renewalsdisturb Tenant's possession or rights under this Lease or in the Demised Premises, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that so long as Tenant is obligated to do not in Default under the terms of this Lease. Tenant shall execute, within five (5) days after Landlord's request, such instruments evidencing such attornment and subordination of this Lease and related matters as andlord or its mortgagee shall request; and, as often as requested, shall sign estoppel certificates confirming any factual matter requested which is true and is within Tenant's knowledge regarding this Lease, the Demised Premises, or Tenant's use thereof. Tenant agrees to give any such mortgagee of whom Tenant has been informed written notice of any Default or failure to perform by Landlord under this Lease. Such mortgagee shall have a reasonable period of time after such notice, in all events at least thirty (30) days, to cure any Default; and Tenant shall accept such cure if timely made by such mortgagee. Further, Tenant agrees to permit any such mortgagee, purchaser, or their successors and assigns, on acquiring Landlord's interest in the Demised Premises or the Lease, to become substitute Landlord hereunder, with liability only for such Landlord obligations under this Lease as accrue after Landlord's interest is so as to cause Landlord to be in default under any Fee Mortgageacquired.

Subordination; Attornment. Tenant hereby subordinates this Lease to any ground or senior master lease(s) covering all or a portion of the Shopping Center owned by Landlord of which the Premises are a part and any deed(s) of trust, mortgage(s), security deed(s), or the lien of any other security instrument for financing or refinancing (singularly, "Security Instrument" and collectively, "Security Instruments"), and any renewals, replacements, modifications or extensions thereof, which encumber(s) all or any portion of the Shopping Center owned by Landlord of which the Premises are a part, and to all advances made or hereafter to be made which are secured by any of the foregoing either now in force (collectively, "Existing Encumbrances") or subsequently in force (collectively, "Future Encumbrances"). The preceding sentence shall be entitled self-operative and no further instrument of subordination shall be required; provided, however, to the extent Applicable Law requires further documentation to be executed in order to cause this Lease to be subordinate to either Existing Encumbrances or Future Encumbrances, and the renewals, replacements, modifications or extensions thereof: (i) Tenant hereby appoints Landlord as its attorney in fact coupled with an interest to execute any documentation which is determined by Landlord or its lender(s) to accomplish such subordination; or alternatively, (ii) within ten (10) days from Landlord's written demand, Tenant hereby agrees to execute, acknowledge and deliver such documents as are required by Landlord or its lender(s) to accomplish such subordination. If any of Landlord's lenders at any time to time to place a Fee Mortgage (as defined herein) on any part require an express acknowledgment of the Campussubordination of this Lease to any Security Instrument, including on Tenant shall execute, acknowledge and deliver such documentation required by such lender and return same to Landlord within ten (10) days from Landlord's written demand therefor. Any lender may at any time elect to cause this Lease to have priority over its Security Instrument by unilaterally executing an instrument subordinating its Security Instrument to this Lease, or accepting a Security Instrument containing a clause providing for such subordination, and if required by Landlord or its lender(s), within ten (10) days after Landlord's or Landlord's lender's request Tenant shall execute, acknowledge and deliver any and all instruments necessary or appropriate to confirm the Propertypriority of this Lease over such Security Instrument. As used hereinIn the event any proceedings are brought for foreclosure, a “Fee Mortgage” shall mean 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 or delivery to a mortgagee of a deed which now or hereafter is a lien on the entire fee simple title in lieu of foreclosure, Tenant shall attorn to the Property, purchaser or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of transferee upon any such Fee Mortgage, any Fee foreclosure or sale or transfer and recognize such entity as Landlord under this Lease. First Mortgagee (as defined hereinin Article 23 above), any transferee who acquires Landlord’s interest in the Premises or this Lease, by foreclosure, deed in lieu of foreclosure or otherwise, and the successors and assigns of such transferees shall not be liable for any acts, obligations or debts of the former Landlord(s) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement prior to the effect thattime such acquiring Landlord acquired the Premises or any prepaid rent, if there shall be security deposit or other prepaid charges not actually received by such transferee. Xxxxxx's failure to execute any such documentations as required hereunder shall, at Landlord’s election, constitute a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Breach by Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease. Any subordination agreement executed by Tenant hereunder shall provide in all material respects that subject to the terms and conditions of the Lease, so long as the Lease is in full force and effect and Tenant is not then in Default under the Lease beyond all applicable notice and cure periods, the possession of Tenant under the Lease shall not be disturbed upon any judicial or non-judicial foreclosure or upon a third party acquiring title to the Premises by deed-in-lieu of foreclosure, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereofotherwise, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, that such lender will accept the attornment of Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that thereafter so long as Tenant is obligated to do not in Default under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgagebeyond all applicable notice and cure periods.

Subordination; Attornment. Subject to Tenants non-disturbance rights set forth in this Section (XV). Upon request of the Landlord, Tenant will in writing subordinate its rights hereunder to the lien of any mortgage, or deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. 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 make by the Landlord covering the Premises, provided such purchaser shall be entitled deemed to recognize Tenants non-disturbance right set forth in this Section (XV), the Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. The provisions of this Article to the contrary notwithstanding, and so long as there exists no uncured defaults under Section (23) by Tenant, hereunder, this Lease and Tenants rights hereunder shall remain in full force and effect for the full term hereof. Tenant hereby agrees to modify the Lease as may reasonably be required from time to time to place by any lending institution obtaining a Fee Mortgage (security interest in the Building, so long as defined herein) on any part of such modification does not materially increase the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor obligations of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in hereunder. In the event of a Tenant Default (any such agreement, or any agreement default on the part of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee MortgageLandlord, Tenant shall have received use reasonable efforts to give notice by registered mail to any lender holding a Nondisturbance Agreement. In confirmation security interest in the Building whose name has been provided to Tenant and shall offer such lender a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure or other appropriate legal proceedings, if such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit should prove necessary to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgageeffect a cure.

Subordination; Attornment. Landlord shall be entitled from time This Lease is expressly made subject and subordinate to time to place a Fee Mortgage (as defined herein) on any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the CampusIndustrial Center or any interest of Landlord therein which is now existing or hereafter executed or recorded, including on any present or future modification, amendment or supplement to any of the Property. As used hereinforegoing, and to any advances made thereunder (any of the foregoing being a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on Superior Interest”) without the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement necessity of any further documentation evidencing such Fee Mortgagesubordination. Notwithstanding the foregoing, any Fee Mortgagee Tenant shall, within ten (as defined herein10) shall days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. If Tenant does not deliver the document to Landlord within the required ten (10) day period, Landlord may send Tenant a second written request to execute and in favor of deliver the document to Landlord. If Tenant fails the execute and deliver the document to Landlord within five (and any Leasehold Mortgagee5) an agreement to the effect thatbusiness days following such second written request, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb hereby appoints Landlord as Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except attorney in fact to execute and deliver such document. If the interest of Landlord in the event Industrial Center or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of a Tenant Default (foreclosure or other proceedings for enforcement of any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee MortgageSuperior Interest, Tenant shall have received immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a Nondisturbance Agreementdirect lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Industrial Center or the Building subject to this Lease. In confirmation Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such subordinationforeclosure or other proceedings, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit enter in to do anything that Tenant is obligated to do under a new lease with Purchaser on the terms and conditions of this Lease so applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to cause Landlord Tenant, elect to have this Lease be in default under any Fee Mortgageprior and superior to such Superior Interest.

Subordination; Attornment. Landlord This Lease, at Landlord’s option, shall be entitled from time subordinate to time to place a Fee Mortgage (as defined herein) on any part ground lease, mortgage, deed of the Campustrust, including on the Property. As used herein, a “Fee Mortgage” shall mean or any mortgage or trust deed which other hypothecation for security now or hereafter is a lien on placed upon the entire fee simple title to the Property, Building or any part thereof, as thereof and to any and all advances made on the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, security thereof and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidation replacements and replacements thereof extensions thereof, including that certain Ground Lease dated June 4, 1980 relating to the land on which the Building is located, as amended by that certain First Amendment to Ground Lease dated December 17, 1980, that certain Second Amendment to Ground Lease dated August 14, 1989 and that certain Third Amendment to Ground Lease executed in 1995 but undated (as amended, the “Ground Lease”). If any mortgagee, trustee or theretoground lessor shall elect to have this Lease prior to the lien of its mortgage, substitutions therefordeed of trust or ground lease, and advances made thereundershall give written notice thereof to Tenant, with respect this Lease shall be deemed prior to which Fee Mortgagesuch mortgage, deed of trust, or ground lease regardless of whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Tenant agrees to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be, so long as such document(s) contain commercially reasonable assurances that the other party shall not disturb Tenant’s tenancy and by failing to do so within ten (10) days after written demand therefor shall automatically make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead to do so. Tenant agrees that 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 or deed of trust affecting the Premises whether or not the Lease is terminated by such foreclosure or sale, Tenant will, upon request by the purchaser, attorn to the purchaser under any such foreclosure or sale and recognize such purchaser as Landlord under this Lease, so long as such purchaser grants to Tenant non-disturbance assurances. For the first ten years of Tenant’s occupancy of the Premises under this Lease, Landlord will not allow the Ground Lease to be terminated unless Landlord has obtained for Tenant from the then ground lessor under the Ground Lease a non-disturbance agreement reasonably acceptable to Tenant and such ground lessor. If Landlord fails to obtain such a non-disturbance agreement for Tenant’s benefit from the ground lessor under the Ground Lease and Landlord terminates the Ground Lease, then notwithstanding the provisions of Article 29 or any other provision limiting Landlord’s liability to Tenant hereunder, Landlord shall be personally liable to Tenant to the extent of any loss or damage incurred by Tenant as a result thereof. The parties acknowledge that this paragraph shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do no force or omit to do anything that Tenant is obligated to do under effect after the terms first ten years of this Lease so as to cause Landlord to be in default under any Fee MortgageLease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease The Sublease shall be subject and subordinate at all times to each the Lease and every Fee Mortgage which may now or hereafter affect the Property, or any part all amendments thereof, this Agreement and all other instruments to all renewalswhich the Lease is or may hereafter be subject and subordinate. The provisions of this Agreement and the execution and delivery of the Sublease shall not constitute a recognition of the Sublease or the Subtenant thereunder; it being agreed that in the event of termination (whether voluntary or involuntary), extensionsrejection (pursuant to 11 U.S.C. §365) or expiration of the Lease, supplementsunless otherwise elected by Landlord as hereinafter set forth, amendmentsthe Sublease shall be deemed terminated and Subtenant shall have no further rights (including, modificationswithout limitation, consolidations and replacements thereof or theretorights, substitutions thereforif any, and advances made thereunder, under 11 U.S.C. §365(h)) with respect to the Subleased Premises. If (a) the Lease is (or both the Lease and the Sublease are) terminated for any reason whatsoever or rejected (pursuant to 11 U.S.C. §365) by Tenant prior to its (or their) scheduled expiration date(s) or (b) if Landlord shall succeed to Tenant’s estate in the Subleased Premises, and provided that Landlord and Subtenant have not entered into a direct lease pursuant to which Fee MortgageSubtenant would continue to occupy the Premises after the expiration of the Sublease, then in any such event, Subtenant shall have no right to use or occupy any portion of the Premises (or other space in the Building occupied or controlled by Tenant) which is not part of the Subleased Premises, and at Landlord’s election, Subtenant shall either attorn to and recognize Landlord as Subtenant’s landlord under the Sublease or enter into a new direct lease with Landlord upon the then executory terms of the Sublease (and if Landlord so elects as aforesaid Subtenant hereby waives its right to treat the Sublease as terminated under 11 U.S.C. §365(h)), provided that, in any such event, Landlord shall not be (i) liable for any previous act or omission of Tenant; (ii) subject to any offset or defense which theretofore accrued to Subtenant (including, without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by Subtenant more than one month in advance; (iv) liable for any security deposit not actually received by Landlord; (v) liable for any work or payments on account of improvements to the Subleased Premises; or (vi) bound by any amendment of the Sublease not consented to in writing by Landlord (but only to the extent such consent is required by the terms and provisions of the Lease). Subtenant shall promptly execute and deliver any instrument Landlord may reasonably request to evidence such attornment or direct lease. In the event of such attornment or direct lease, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly transfer to Landlord any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do security deposit under the Sublease (such obligation to include, without limitation, the transfer and modification of any letter of credit posted as security). Subtenant shall reimburse Landlord for any costs and expenses that may be incurred by Landlord in connection with such attornment or direct lease including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, if Landlord does not elect to have Subtenant attorn to Landlord or enter into a new direct lease as described above, the Sublease and all rights of Subtenant to the Subleased Premises shall terminate upon the date of expiration or termination of the Lease or Tenant’s right to possession thereunder. The terms of this Lease so as to cause Landlord to be Section 3 supersede any contrary provisions in default under any Fee Mortgagethe Sublease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute This Lease and deliver to and in favor all rights of Tenant (hereunder are and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject to and subordinate in all respects to each all present and every Fee Mortgage future ground leases, overriding leases and underlying leases of the Premises, Building or the Land and to all mortgages and building loan agreements, including leasehold mortgages and building loan mortgages, which may now or hereafter affect the Propertysame, to each and every advance made or any part thereofto be made under such mortgages, and to all renewals, extensions, supplements, amendments, modifications, replacements and consolidations of such mortgages. This Section 21 shall be self-operative and replacements thereof no further instrument of subordination shall be required. If the holder of a superior mortgage shall succeed to Landlord's estate in the Building or theretothe rights of Landlord under this Lease, substitutions thereforwhether through possession or foreclosure action or delivery of a deed or otherwise, and advances made thereunder, with respect then at the election of such party so succeeding to which Fee MortgageLandlord's rights (herein sometimes called "successor landlord"), Tenant shall have received a Nondisturbance Agreement. In confirmation of attorn to and recognize such subordinationsuccessor landlord as Tenant's landlord under this Lease, Tenant and shall promptly execute and deliver promptly any certificate instrument that Landlord such successor landlord may reasonably may requestrequest to evidence such attornment. Tenant hereby irrevocably appoints such successor landlord as Tenant's attorney-in-fact to execute and deliver such instrument for and on behalf of Tenant. Tenant hereby waives any right Tenant may have under any present or future law to terminate this Lease or surrender the Premises by reason of the institution of any action to foreclose a superior mortgage, and this Lease shall not do be affected by any such action unless and until the holder of the superior mortgage elects in such proceeding or omit action to do anything that terminate this Lease. Landlord covenants and agrees to use commercially reasonable efforts to secure for the benefit of Tenant is obligated to do under a non-disturbance agreement (in the terms Lender's standard form) from the holder of this Lease so as to cause Landlord to be in default under any Fee Mortgagemortgage now or hereafter encumbering the Building.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereofof Lessee to effectuate such subordination. Lessee covenants and agrees to execute and deliver within fifteen (15) days following demand and without charge therefor, such further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be reasonably required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as Lessee is not in default under this Lease, this Lease shall not be terminated (nor shall any of Lessee’s rights hereunder be materially, adversely affected) in the event of any foreclosure, deed in lieu of foreclosure, assignment of Lessor’s interest in this Lease or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to all renewalsLessee, extensionsthis Lease shall be deemed prior to such mortgage, supplementsdeed of trust or lease, amendmentswhether this Lease is dated prior or subsequent to the date of said mortgage, modificationsdeed of trust, consolidations and replacements thereof or theretolease or the date of the recording thereof. Notwithstanding anything to the contrary contained in this Lease, substitutions therefor, and advances made thereunder, so long as a mortgage or deed of trust encumbering the Project or Building remains outstanding with respect to which Fee Mortgage, Tenant shall have received Lessee has previously entered into a Nondisturbance Agreement. In confirmation non-disturbance agreement with the applicable mortgagee or trust deed beneficiary providing that Lessee will not subordinate this Lease to any other lien against the Project or Building without the consent of such subordinationmortgagee or trust deed beneficiary, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant then Lessee shall not do be required to subordinate this Lease to any other lien against the Project or omit Building without the consent of such mortgagee or trust deed beneficiary. If any proceedings are brought to do terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder beyond any applicable cure period (and attorns as required above, if applicable), this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale. Notwithstanding anything that Tenant to the contrary contained in the foregoing, Lessor shall use commercially reasonable efforts (i) to obtain from any future mortgagee or trust deed beneficiary under a mortgage or deed of trust hereafter encumbering the Project or Building to which this Lease is obligated subordinated, non-disturbance protection for Lessee (which shall be deemed to do include an election by such mortgagee or beneficiary allow its lien to be subordinate to this Lease) on commercially reasonable terms, and (ii) to obtain from any existing mortgagee or trust deed beneficiary under a mortgage or deed of trust encumbering the terms Project or Building as of the execution of this Lease so as Lease, non-disturbance protection for Lessee (which shall be deemed to cause Landlord include an election by such mortgagee or beneficiary to be in default under any Fee Mortgagesubordinate its lien to this Lease) on commercially reasonable terms within thirty (30) days following the execution of this Lease.

Subordination; Attornment. Landlord shall be entitled from time Non-Disturbance ------------------------------------------ Subject to time to place Tenant's receipt of a Fee Mortgage (fully executed Non-Disturbance Agreement as defined herein) on any part of the Campusprovided below, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (this Lease and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease option granted hereby shall be subject and subordinate to each and every Fee Mortgage which may any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter affect placed by Landlord upon the PropertyProperty of which the Premises are a part, or to any part and all advances made on the security thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations consolidations, replacements and replacements thereof extensions thereof. Tenant agrees that the lenders holding any such Security Device shall have no duty, liability or theretoobligation to perform any of the obligations of Landlord under this Lease, substitutions therefor, and advances made thereunder, but that in the event of Landlord's default with respect to which Fee Mortgageany such obligation, Tenant shall will give any lender whose name and address have received a Nondisturbance Agreement. In confirmation been furnished Tenant in writing for such purpose notice of Landlord's default and allow such lender thirty (30) days following receipt of such notice for the cure of said default before invoking any remedies Tenant may have by reason thereof. If, in connection with Landlord's obtaining or entering into any financing or ground lease affecting the Premises, the lender or ground lessor requests modifications to this Lease, Tenant, within ten (10) days after request therefor, agrees to execute an amendment to this Lease incorporating such modifications, provided such modifications are reasonable and do not increase the obligations of Tenant under this Lease or adversely affect the leasehold estate created by this Lease. If any lender shall elect to have this Lease and/or any option granted hereby superior to the lien of its Security Device and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. Subject to Tenant's receipt of a fully executed Non-Disturbance Agreement as provided below, Tenant agrees to attorn to a Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not: (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (ii) be subject to any defenses which Tenant might have against any prior lessor, or (iii) be bound by prepayment of more than one (1) month's rent. Any lender which relies on the foregoing subordination shall be deemed to have agreed that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in breach hereof and attorns to the record owner of the Premises. Although the provisions of this Article 0-2 are effective without the execution of any further documents, upon written request from Landlord or a lender, Tenant and Landlord shall execute such further writings as may be reasonably required to separately document any such subordination or non-subordination, attornment and/or non-disturbance agreement as is provided for herein. Landlord shall obtain from any such mortgagee or beneficiary a commercially reasonable non- disturbance agreement executed by such mortgagee or beneficiary providing that, as long as Tenant is not in default hereunder, this Lease shall execute remain in effect for the full Lease Term (a "Non-Disturbance Agreement") and deliver promptly any certificate that Landlord reasonably may request. Tenant Tenant's use, occupancy and possession of the Premises shall not do be disturbed or omit to do anything that Tenant is obligated to do under interfered with. Notwithstanding the terms of this Lease so foregoing, the initial Non-Disturbance Agreement shall be substantially in the form attached hereto as to cause Landlord to be in default under any Fee MortgageExhibit F, Non-Disturbance Agreement Form.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall automatically be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject, or on or against Lessor’s interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, and of Lessee to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of effectuate such subordination; provided only, Tenant that in the event of termination of any such ground or underlying lease or upon the judicial or non-judicial foreclosure of any such mortgage or deed of trust, so long as Lessee is not in default, the holder thereof shall agree to recognize Lessee’s rights under this Lease as long as Lessee shall pay the Rentals and observe and perform all the provisions of this Lease to be observed and performed by Lessee. Lessee covenants and agrees to execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under upon demand and without charge therefor, such further instruments evidencing the terms subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Lessor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as to cause Landlord to be Lessee is not in default under this Lease, this Lease shall not be terminated in the event of any Fee Mortgageforeclosure or termination of any ground or underlying lease. Failure of Lessee to execute such instruments evidencing subordination of this Lease shall constitute a default by Lessee under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. Following the full execution of this Lease, Lessor agrees to use commercially reasonable efforts to obtain from any existing holder of a mortgage or deed of trust (“Existing Mortgagee”) a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”); provided, that if Lessee and the Existing Mortgagee have not executed an SNDA within ninety (90) days after the date hereof, then this Lease shall terminate and, be of no further force- and effect except for obligations of Lessee and Lessor that survive a termination of this Lease. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Lessee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Lessor under this Lease. So long as Lessee is not in default hereunder and attorns as required above, this Lease shall remain in full force and effect for the full term hereof after any such termination, foreclosure or sale.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part Upon request of the CampusLandlord, including on Tenant will in writing, within twenty (20) days following such request, subordinate its rights hereunder to the Property. As used hereinlien of any first mortgage, a “Fee Mortgage” shall mean or first deed of trust to any mortgage bank, insurance company or trust deed which other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part and to all advances made or hereafter to be made upon the security thereof; provided, that the ground lessor, lender or other holder of the interest to which this Lease shall be subordinated contemporaneously executes a recognition and nondisturbance agreement which (i) provides that this Lease shall not be terminated so long as Tenant is a lien on not in default under this Lease and (ii) recognizes all of Tenant’s rights hereunder. In the entire fee simple title to the Propertyevent any proceedings are brought for foreclosure, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant Default (shall attorn to the purchaser upon any such agreementforeclosure or sale and recognize such purchaser as the Landlord under this Lease. The provisions of this Article to the contrary notwithstanding, or any agreement of similar importand so long as Tenant is not in default hereunder, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This this Lease shall be subject remain in full force and subordinate effect for the full term hereof. Landlord shall use its best efforts to each cause all mortgagees, lenders, ground lessors and every Fee Mortgage other parties currently holding a security interest affecting the Premises to execute, within ninety (90) days of the Commencement Date, a recognition and nondisturbance agreements which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate (i) provides that Landlord reasonably may request. Tenant this Lease shall not do or omit to do anything that be terminated so long as Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be not in default under any Fee Mortgagethis Lease beyond applicable notice and cure periods and (ii) recognizes all of Tenant’s rights hereunder and under the Lease.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of Without the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement necessity of any such Fee Mortgageadditional document being executed by Tenant for the purpose of effecting a subordination, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage at all times to: (i) all ground leases or underlying leases which may now exist or hereafter affect be executed affecting the PropertyBuilding or the Land or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, Land, ground leases or underlying leases or Landlord's interest or estate in any of such liens is specified as security, provided that the lessees under such ground or underlying leases, and the mortgagees or beneficiaries named in such mortgages or deeds of trust, shall agree to recognize the interest of Tenant under this Lease in the event of foreclosure, if Tenant is not then in default. Landlord agrees to use commercially reasonable efforts to obtain and deliver to Tenant a non- disturbance agreement executed and delivered by Landlord's fee mortgagee/lender, in said fee mortgagee/lender's standard form. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any part thereofsuch liens to this Lease. In the event that any ground lease or underlying 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, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to all renewalsLandlord, extensionsat the option of such successor in interest. The provisions of this paragraph shall be self- operative and no further instrument shall be required to effect the provisions of this paragraph. Notwithstanding the foregoing, supplementsTenant covenants and agrees to execute and deliver, amendmentsupon demand by Landlord and in the form requested by Landlord, modifications, consolidations and replacements thereof any additional documents evidencing the priority or thereto, substitutions therefor, and advances made thereunder, subordination of this Lease with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation any such ground leases or underlying leases or the lien of any such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgageliens.

Subordination; Attornment. Landlord This Lease shall be entitled from time subordinate to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or deed of trust deed (both hereafter a “Mortgage”) which now may heretofore or hereafter is be placed against the Demised Premises by Landlord, unless the mortgagee or beneficiary thereunder (both hereafter a lien “mortgagee”) requests that this Lease be superior to its Mortgage, in which event this Lease shall be superior. In the event any proceedings are brought for foreclosure of any Mortgage on the entire fee simple title Demised Premises, Tenant will attorn to the Propertypurchaser at a foreclosure sale, or and any part assignee thereof, and recognize such purchaser or assignee as the same may be renewed, modified, amended, extended, consolidated Landlord under this Lease provided such purchaser or coordinated from time assignee agrees not to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession or rights under this Lease, Lease or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreementDemised Premises, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that so long as Tenant is obligated to do not in Default under the terms of this Lease. Tenant shall execute, within five (5) days after Landlord’s request, such instruments evidencing such attornment and subordination of this Lease and related matters including non-disturbance as Landlord or its mortgagee shall request reasonably; and, as often as requested, shall sign estoppel certificates confirming any factual matter requested which is true and is within Tenant’s knowledge regarding this Lease, the Demised Premises, or Tenant’s use thereof. Tenant agrees to give any such mortgagee of whom Tenant has been informed written notice of any Default or failure to perform by Landlord under this Lease. Such mortgagee shall have a reasonable period of time after such notice, in all events at least thirty (30) days, to cure any Default; and Tenant shall accept such cure if timely made by such mortgagee. Further, Tenant agrees to permit any such mortgagee, purchaser, or their successors and assigns, on acquiring Landlord’s interest in the Demised Premises or the Lease, to become substitute Landlord hereunder, with liability only for such Landlord obligations under this Lease as accrue after Landlord’s interest is so as to cause Landlord to be in default under any Fee Mortgage.acquired. see also 28.E.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this This Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreementat Landlord's option, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and every Fee Mortgage which may to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter affect placed on or against any portion of the PropertyProject or on or against Landlord's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part thereof, of Tenant to effectuate such subordination. Tenant covenants and agrees to all renewals, extensions, supplements, amendments, modifications, consolidations execute and replacements thereof or thereto, substitutions deliver upon demand and without charge therefor, and advances made thereundersuch further instruments evidencing the subordination of this Lease to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Landlord or a lender making a loan affecting the Project; provided that if Tenant attorns as required below, then with respect to which Fee Mortgageany ground or underlying leases, mortgages or deeds of trust not existing as of the date this Lease is signed by Landlord and Tenant, the lessor, mortgagee or beneficiary, as applicable, under such mortgage or deed of trust or lessor under such ground or underlying lease shall agree in writing that so long as Tenant is not in default under this Lease, this Lease shall not be terminated upon any foreclosure or any termination of the underlying lease (other than a termination due to its natural expiration). Failure of Tenant to execute such instruments evidencing subordination of this Lease shall constitute a default by Tenant under this Lease. If any mortgagee, beneficiary or lessor elects to have this Lease prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or lease, whether this Lease is dated prior orsubsequent to the date of said mortgage, deed of trust or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Tenant shall have received a Nondisturbance Agreement. In confirmation of attorn to the lessor or purchaser upon any such subordinationtermination, Tenant shall execute foreclosure or sale and deliver promptly any certificate recognize such lessor or purchaser as the Landlord under this Lease provided that Landlord reasonably may request. Tenant shall not do such lessor or omit to do anything purchaser agrees that so long as Tenant is obligated to do under the terms of not in default hereunder and attorns as required above, this Lease so as to cause Landlord to be shall remain in default under full force and effect for the full term hereof after any Fee Mortgagesuch termination, foreclosure or sale.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be deemed subject and subordinate to each and every Fee Mortgage any mortgage or deed of trust which may now heretofore or hereafter affect be executed by Landlord encumbering the Property, or any part thereof, Demised Premises and to all renewals, extensionsmodifications or extensions thereof. The Landlord's interest in this Lease may be assigned as security for any financing now or hereafter obtained by Landlord. In the event any proceedings are brought for foreclosure of any mortgage or deed of trust on the Demised Premises or for the exercise of any rights pursuant to any mortgage or deed of trust, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgageupon demand, Tenant shall have received will attorn to the mortgagee, assignee or purchaser at a Nondisturbance Agreement. In confirmation foreclosure sale as the case may be and will recognize such assignee, mortgagee or purchaser as Landlord, providing such assignee, mortgagee or purchaser agrees not to disturb Tenant's possession so long as there is no Event of such subordination, Default by Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so Lease. Tenant agrees to execute and deliver to Landlord an Attornment, Subordination and Non-Disturbance Agreement in the form or substantially in the form attached hereto as Exhibit E and incorporated herein by reference, for the purpose of evidencing the Tenant’s agreement to cause subordinate its interest as a tenant to the deed of trust lien of the holder of any deed of trust encumbering the Building. In the event that Tenant refuses to or does not respond to Landlord’s written request to execute any documents required by any deed of trust beneficiary, mortgagee, assignee or purchaser as aforesaid within ten calendar days, then Landlord shall, without any further action required on the part of the Tenant, be empowered as Tenant's attorney-in-fact to be in default under any Fee Mortgagedeliver such documentation.

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined hereinA) on any part Upon the written request of the Campus, including on holder (the Property. As used herein, a “Fee Mortgage” shall mean "Mortgagee") of any mortgage or trust deed which now or hereafter is a lien on encumbering the entire fee simple title to the Property, Total Building Facilities or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition Tenant shall subordinate its rights under this Lease to the placement lien of such mortgage. Notwithstanding the foregoing, if the Mortgagee elects to have this Lease superior to its mortgage, then upon Mortgagee's request, Tenant shall execute, acknowledge and deliver an instrument, in the form used by said Mortgagee, effecting such priority; PROVIDED, HOWEVER, with respect to the priority of entitlement to insurance proceeds or any award in condemnation, the mortgage shall remain prior to this Lease. In the event proceedings are brought for the foreclosure of, or the exercise of a power of sale under, any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Leasemortgage, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a the sale of the Total Building Facilities, Tenant Default (shall attorn to the purchaser upon any such agreementforeclosure or sale and recognize such purchaser as Landlord under this Lease. Tenant, upon Landlord's request, shall execute, acknowledge and deliver such instruments as are required to effect the intent of this paragraph. Notwithstanding anything to the contrary herein contained, Tenant shall not subordinate its rights under this Lease to the lien of any junior or any agreement second mortgage covering all or part of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, Total Building Facilities without the prior consent of the holder of the first mortgage covering all or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant of the Total Building Facilities. Mortgagee shall have received a Nondisturbance Agreementno liability for Landlord's failure to perform any of the covenants and obligations Landlord is required to perform hereunder prior to the date, if such date shall ever occur, that Mortgagee shall succeed to Landlord's interest under this Lease. In confirmation of such subordination(See Rider, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.Paragraph 16)

Subordination; Attornment. Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under accepts this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee any Mortgage; provided, however, that if the Mortgagee thereunder elects to have Tenant's interest in this Lease superior to any such Mortgage, then by written notice to Tenant from the Mortgagee, this Lease shall be deemed superior to the lien created by that Mortgage. In the event of any foreclosure of any such lien or mortgage, Tenant agrees to attorn to the Mortgagee or other purchaser at foreclosure, upon demand, subject to the Lender's agreement to an SNDA Agreement as provided below. Notwithstanding anything to the contrary contained herein, Tenant agrees that this Lease shall be subordinate to any future Mortgage which may now placed against the Premises or hereafter affect the Property, or any part thereofFacility, and that it will attorn to all renewalsthe future Mortgagee, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, only if the Mortgagee agrees with respect to which Fee Mortgage, Tenant shall have received in a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute non-disturbance and deliver promptly any certificate attornment agreement (an "SNDA AGREEMENT"), in the Mortgagee's then standard form, that Landlord reasonably may request. Tenant shall not do or omit Tenant's right to do anything that Tenant is obligated to do use and occupy the Premises under the terms of this Lease will not be deprived as a result of a termination or foreclosure of such Mortgage so long as to cause Landlord to be Tenant is not then in default under this Lease; provided, however, that Tenant acknowledges and agrees that such SNDA Agreement may contain, among other terms and conditions required for obtaining such Mortgage (i) any Fee Mortgage.provision (or the substantial equivalent thereof) contained in any previous SNDA Agreement executed by Tenant (or any predecessor Tenant hereunder), (ii) a provision requiring that notices of Landlord default be given to the Mortgagee and the Mortgagee allowed a reasonable time in addition to Landlord's cure period hereunder to cure such default before Tenant shall be entitled to take its remedies hereunder or by law, (iii) a provision stating that the terms of the Mortgage govern over any conflicting provision of this Lease pertaining to the Mortgagee's obligation to make insurance or condemnation proceeds available for reconstruction of any part of the Premises, (iv) provisions by which such Mortgagee or successor-in-interest upon foreclosure is agreed not to be bound by (a) any payment of rent or Additional Rent for more than one (1) month in advance, including prepayment in the nature of security for the performance by Tenant of its obligations under this Lease (unless actually received by such successor in interest), (b) any amendment or modification of this Lease (or implied waiver of Tenant's obligations) made without the written consent of such trustee or such beneficiary or such successor in interest, (c) any representations or defaults by any prior Landlord, and (d) any other matters that such Mortgagee is not directly responsible for causing, as such Mortgagee may specify, and/or (v) such other provisions and protections as such Mortgagee may request that are reasonably customary in the commercial mortgage lending community at the time. Tenant, at