Common use of Subordination, Attornment Clause in Contracts

Subordination, Attornment. (1) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3) Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) to any 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.

Subordination, Attornment. (1) This Lease is and Lease, at Landlord's option, shall be subordinate to any encumbrance mortgage, deed of trust, ground lease or any other hypothecation for security now of record or recorded after the date of this Lease affecting hereafter placed upon the Building, other improvementsand to all advances made on the security therefor and to all renewals, modifications, consolidations, replacements and land of which the Premises are a partextensions thereof. Such subordination is effective without any further act of Tenant. If However, if any mortgagee, trustee, trustee or ground lessor shall elect to have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, trust or ground lease, whether this Lease or such options are deeded is dated prior or subsequent to the date of said mortgage, deed of trust, trust or ground lease, lease or the date of recording thereof. (2) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3) . Tenant agrees to execute any documents required to effectuate an attornment such subordination or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, trust or ground lease, as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) to any 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 . The provisions of this Section Article to the contrary notwithstanding, and so long as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond hereunder, this Lease shall remain in full force and effect for the full term hereof. Tenant shall attorn to any applicable cure periods. Landlord's obligation with respect to such a purchaser at any judicial foreclosure sale, or non-disturbance agreement shall be limited judicial trustee's sale, or to obtaining the non-disturbance agreement any grantee or transferee designated in any Deed given in lieu of foreclosure upon request of such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreementpurchaser or transferee.

Subordination, Attornment. (1) This Lease is and shall be subordinate to Upon written request of the Landlord, or any encumbrance now of record or recorded after the date of this Lease affecting the Building, other improvements, and land of which the Premises are a part. Such subordination is effective without any further act of Tenant. If any first mortgagee, trusteedeed of trust beneficiary of Landlord, or ground lessor shall elect to have this Lease and any options granted hereby prior of Landlord, Tenant will in writing subordinate its rights hereunder to the lien of its any mortgage, deed of trust, lease in which the Landlord is the lessee, or ground leaseto the agreement now or hereafter in force against the project of which the premises are a part, and shall give written notice thereof upon any building hereafter placed upon the land of which the premises are a part, and to Tenantall advances made or hereafter to be made upon the security thereof. Further: A. The provisions of this Article to the contrary notwithstanding, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to effect for the date of said mortgage, deed of trust, or ground lease, or the date of recording thereoffull term hereof. (2) B. In the event any proceedings are brought for foreclosure, or in the event of a sale or exchange of the real property on which the Building is located, or in the event of eventof the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premisespremises, or should the lease in which Landlord is the lessee be terminated, the Tenant shall attorn to the purchaser or lessor under said Lease upon any such foreclosure and foreclosure, sale or lease termination and recognize such purchaser or lessor as the Landlord under this Lease, provided that the purchaser or lessor shall acquire and accept the premises subject to this Lease. C. Within ten (310) days after written request therefor by Landlord, or in the event that upon any sale, assignment or hypothecation of the premises or the land thereunder by the Landlord, a certificate of estoppel shall be required from Tenant in the form attached hereto as Exhibit "D," Tenant agrees to execute deliver, in recordable form, said certificate addressed to any documents required to effectuate an attornment such proposed mortgagee or purchaser or to make the Landlord certifying that this Lease is in full force and effect (if such be the case) and that there are no defenses or any options granted herein prior to the lien of any mortgage, deed of trust, offsets thereto or ground lease, as the case may bestating those claimed by Tenant. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) to any 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.

Subordination, Attornment. (1) a. This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 landlord shall elect to have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2) b. In the event any proceedings are brought for foreclosure, or 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, at Purchaser's election Tenant shall attorn to the purchaser upon any such foreclosure and or sale and recognize such purchaser as the Landlord under this Lease. (3) c. Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options option granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4) . If Tenant fails to execute and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord agrees that as Tenant's obligations special attorney-in-fact to subordinate under this Section 33 (xvii) to execute and deliver any future ground lease, mortgage, such documents 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreementinstruments.

Subordination, Attornment. (1a) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2b) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3c) Tenant agrees to execute any documents reasonably required to effectuate an attornment or to make this Lease or any options granted herein 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. (4d) Landlord agrees that Tenant's ’s obligations to subordinate under this Section 33 (xvii) 31 to any existing and future ground lease, mortgage, or deed of trust (each, an “Encumbrance”) shall be conditioned upon Tenant's ’s receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of this Section as the "SUPERIOR LIENOR"“Superior Lienor”). Such non-disturbance agreement shall be in recordable form, and shall provide, at a minimum, that (i) Tenant's ’s possession of the Premises shall not be interfered with following a foreclosure, or other termination of the Encumbrance, provided Tenant is not in default beyond any applicable cure periods. , (ii) there shall be no diminution in Tenant’s rights under this Lease as a result of a foreclosure or other termination of the Encumbrance, and (iii) the Superior Lienor or any other party acquiring Landlord's ’s interest in this Lease shall perform all of Landlord’s future obligations hereunder, and (iv) Landlord’s obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. , Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement. (e) Tenant’s obligation to pay Rent under this Lease to Superior Lienor is conditioned upon Tenant’s receipt of a nondisturbance agreement, satisfying the requirements of Section 31 (d), from any Superior Lienor whose Encumbrance is superior to this Lease as of the Commencement Date.

Subordination, Attornment. (1a) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2b) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3c) Tenant agrees to execute any documents reasonably required to effectuate an attornment or to make this Lease or any options granted herein 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. (4d) Landlord agrees that Tenant's ’s obligations to subordinate under this Section 33 (xvii) 31 to any existing and future ground lease, mortgage, or deed of trust shall be conditioned upon Tenant's ’s receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of this Section as the "SUPERIOR LIENOR"“Superior Lienor”). Such non-disturbance agreement shall provide, at a minimum, that Tenant's ’s possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's ’s obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.. Lender’s standard form non-disturbance agreement is attached as Exhibit F.

Subordination, Attornment. (1) This Lease is Tenant shall, upon demand by Landlord, execute such instruments as may be required at any time and shall be from time to time to subordinate to any encumbrance now the rights and interest of record or recorded after the date of Tenant under this Lease affecting to the Building, other improvements, and lien of any mortgage or deed-in-trust now or hereafter placed on the land of which the Premises are is a partpart and to all advances made or hereafter to be made upon the security thereof. Such subordination is effective without any further act of Tenant. If any mortgagee, trustee, or ground lessor shall elect to have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2) In the event any proceedings are brought for foreclosure, or in the event of a sale or exchange of the real property on which the Building is located, foreclosure or in the event of the exercise of the any power of sale under any mortgage or deed of deed-in-trust made by Landlord covering coverings the PremisesPremises or in the event of a sale of said land by Landlord, Tenant shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord landlord under this Lease. (3) Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) to any 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord and its principals shall use its good faith efforts be freed and due diligence in assisting Tenant in the negotiation ofrelieved of all liability under this Lease arising out of any act, revisions to that non-disturbance directly with the Superior Lienoroccurrence or omission after consummation of such sale. Tenant agrees shall upon demand by Landlord, at any time execute and deliver to use its good faith efforts Landlord a statement in writing (1) certifying that this Lease is unmodified and in full force and effect (or, if modified, this Lease as so modified is in full force and effect) and the date to reach agreement with which the Superior Lienor rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to Tenant's knowledge, uncured defaults on the part of Landlord hereunder, or specifying such defaults, if any are claimed and (iii) setting forth the date of commencement of rent and expiration of the term hereof and other matters required by Landlord. Any such statement may be relied upon acceptable terms by any prospective purchaser or encumbrance of the property of which the Premises is a part. In the event Tenant fails or refuses to execute and conditions of a nondeliver said statement, Tenant hereby appoints Landlord attorney-disturbance agreementin-fact, irrevocably, to execute and deliver any such statement for Tenant.

Subordination, Attornment. (1) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3) Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.

Subordination, Attornment. (1a) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2b) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and or sale and recognize such purchaser as the Landlord under this Lease. (3) . Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4c) Landlord agrees that Tenant's ’s obligations to subordinate under this Section 33 (xvii) to any future ground lease, mortgage, or deed of trust shall be conditioned upon Tenant's ’s receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of this Section as the "SUPERIOR LIENOR"“Superior Lienor”). Such non-disturbance agreement shall provide, at a minimum, that Tenant's ’s possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's ’s obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.

Subordination, Attornment. (1) This Lease is and shall be subordinate In the event that, subsequent to any encumbrance now of record or recorded after the date execution of this Lease affecting the Buildinglease, 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 have this Lease and any options granted hereby prior to the lien of its new mortgage, deed of trusttrust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgage or lessor, providing substantially that Tenant’s rights under this Lease shall not be affected by any foreclosure of deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, and Tenant’s right shall give written notice thereof to Tenant, this Lease and such options shall not be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date affected by any termination of said mortgage, deed of trust, or ground lease for so long as Tenant performs its obligations under this lease, or the date of recording thereof. (2) ). In the event any proceedings are brought for foreclosure, or in the event of a sale or exchange of the real property on which the Building is located, or as in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall attorn to the purchaser upon any such foreclosure and or sale and recognize such purchaser as the Landlord under this Lease. (3) Tenant agrees to execute any documents required to effectuate an attornment or to make . The provisions of this Lease or any options granted herein prior Article to the lien of any mortgagecontrary notwithstanding, deed of trust, or ground lease, so long as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) to any 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement hereunder, this Lease shall be limited to obtaining remain in full force and effect for the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreementfull term hereof.

Subordination, Attornment. (1) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, 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 have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (2) In the event any proceedings are brought for foreclosure, or 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 shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (3) Tenant agrees to execute any documents required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be. (4) Landlord agrees that Tenant's obligations to subordinate under this Section 33 (xvii) 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 this Section as the "SUPERIOR LIENOR"). Such non-disturbance agreement shall provide, at a minimum, that Tenant's possession of the Premises shall not be interfered with following a foreclosure, provided Tenant is not in default beyond any applicable cure periods. Landlord's obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement.be