Common use of Subordination, Nondisturbance and Attornment Clause in Contracts

Subordination, Nondisturbance and Attornment. Within fifteen (15) days of request by 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 Premises, 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 made by Landlord covering the Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days of request by Landlord, Tenant will in writing subordinate its rights hereunder Subject to the lien provisions of the last sentence hereof, this Lease is subject to and subordinate to the current Indenture which affects the Land or the Leased Property and to all renewals, modifications, consolidations, replacements and extensions thereof. However, if any Lessor’s Assignee shall advise Lessor that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Lessor to Lessee, Lessee shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Lessor and such Lessor’s Assignee deems necessary or desirable to make this Lease prior thereto. However, if any lessor under any future ground lease or any future Lessor’s Assignee holding or offering to hold such future mortgage or deed of trust to any bank, insurance company shall desire or other lending institution, now or hereafter in force against the Premises, and to all advances made or hereafter to require that this Lease be made upon the security thereof. In the event any proceedings are brought for foreclosuresubject to and subordinate to such future ground lease, or in the event of the exercise of the power of sale under any mortgage or deed of trust made trusts then Lessee agrees, within ten days after Lessor’s written request therefor, to execute, acknowledge and deliver to Lessor any and all documents or instruments requested by Landlord covering Lessor or by such lessor or Lessor’s Assignee as may be necessary or proper to assure the Premisessubordination of this Lease to such future ground lessor or Indenture, Tenant shall attorn but only if such lessor or Lessor’s Assignee agrees to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord Lessee’s rights under this Lease. Provided Tenant has subordinated its Lease as herein provided, and agrees not to disturb Lessee’s quiet possession of the Leased Property so long as Tenant Lessee is not in default hereunder, under this Lease shall remain in full force beyond the expiration of any applicable notice and effect cure period set forth herein pursuant to a non-disturbance and attornment agreement acceptable to Lessee (acting reasonably). If Lessor assigns the Lease as security for a loan, Lessee agrees to execute such documents as are reasonably requested by the full term hereof Lessor’s Assignee and to provide reasonable provisions in the event Lease protecting the security interest of any such foreclosureLessor’s Assignee which are customarily required by institutional lenders making loans secured by a mortgage or deed of trust. Attached Without limiting the foregoing, Lessee hereby approves the form of Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit ”G” is a form SubordinationB, Nondisturbance which Lessee and Attornment Agreement. Tenant agrees, upon Landlordany Lessor’s request, to executed a Subordination, Nondisturbance, Assignee shall enter into simultaneously with the execution and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderdelivery of this Lease.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Upon written request or notice by Landlord or any first mortgagee or beneficiary under a first deed of request by Landlordtrust of Landlord encumbering the Shopping Center, the Leased Premises or the Common Areas, Tenant will in writing agrees to subordinate its rights hereunder under this Lease to the lien of any such first mortgage or deed of trust, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or beneficiary named in said mortgage or deed of trust shall agree to recognize this Lease of Tenant and shall further agree not to disturb this Lease or any bankrights of Tenant hereunder in the event of foreclosure or Trustee's sale, insurance company if Tenant is not in default hereunder. Tenant also agrees that any such first mortgagee or other lending institution, now beneficiary may elect to have this Lease made prior to the lien of its mortgage or hereafter in force against the Premisesdeed of trust, and in the event of such election and upon notification by such mortgagee or beneficiary to all advances made Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage or hereafter deed of trust, whether this Lease is dated prior to be made or subsequent to the date of said mortgage or deed of trust. Tenant agrees that, upon the security thereofrequest of Landlord or any mortgagee or any beneficiary named in such mortgage or deed of trust, Tenant will execute and deliver an instrument confirming such purposes. In Tenant, in the event of the sale or assignment of Landlord's interest in the Shopping Center or in the event of any proceedings are brought for foreclosurethe foreclosure of such mortgage or deed of trust, or in the event of the exercise of the power of sale under any mortgage or such deed of trust made by Landlord covering the Premisestrust, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser purchaser, mortgagee or beneficiary as Landlord under this Lease. Provided Landlord shall use its best efforts to obtain nondisturbance and attornment agreements in which the holders of all existing mortgages and deeds of trust on the Leased Premises agree not to disturb this Lease or any rights of Tenant has subordinated its Lease as herein providedhereunder in the event of foreclosure or Trustee's sale, and so long as if Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days of request by Landlord, Tenant will in writing This Lease shall be subject and subordinate its rights hereunder at all times to the Ground Lease and to the lien of all mortgages and deeds of trust securing any amount or amounts whatsoever which may now exist or hereafter be placed on or against the Building or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination; provided, however, (i) with respect to any deed of trust encumbering the Building and Xxxxxxxx's interest therein of record as of the date of this Lease, upon written request by Xxxxxx, Landlord covenants to use reasonable efforts (without any requirement to pay any fees to said lender or to initiate litigation) to cause said lender to execute and deliver a non-disturbance agreement on the current form used by lender in favor of Tenant, and (ii) with respect to any mortgagee or deeds of trust encumbering the Building and/or Landlord's interest therein after the date of this Lease, the subordination of this Lease shall be conditioned upon such lender executing a non- disturbance agreement on the current form used by such lender in favor of Xxxxxx. Subject to the foregoing, Xxxxxx agrees to execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. If Landlord, Xxxxxxxx's mortgagee or any other successor to Landlord elects in writing, this Lease shall be deemed superior to the lien of the mortgage or deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against specified regardless of the Premisesdate of recording, and Xxxxxx shall execute an agreement confirming this election on request. If Ground Lessor or Xxxxxxxx's mortgagee or its successor or any successor to all advances made Landlord succeeds to Xxxxxxxx's interest under this Lease, whether voluntarily 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 made by Landlord covering the Premisesinvoluntarily, Tenant shall attorn to the purchaser upon any such foreclosure or sale person and recognize such purchaser person as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days The Lease and the leasehold estate created thereby are now and at all times shall continue to be subject and subordinate to the Aladdin Deed of request Trust and to any and all increases, renewals, modifications, extensions, consolidations and replacements thereof, including, without limitation, amendments which increase the amount of the indebtedness secured by Landlordthe Aladdin Deed of Trust. (b) So long as Northwind or the Collateral Agent (or its designee or nominee or Permitted Transferee (the "Northwind Purchaser")), Tenant will as applicable, is not in writing subordinate default beyond the expiration of any applicable notice or grace period (as extended hereunder pursuant to Section 1.5) in the payment of rent or in the performance of any of the other terms, covenants or conditions of the Lease or so long as Northwind or the Collateral Agent or Northwind Purchaser shall be exercising rights under Section 365(h)(l)(A)(ii) of the United States Bankruptcy Code (or any similar provision under any applicable state law), neither the Administrative Agent, its successors or assigns nor any other person acquiring the Aladdin Property (each a "Purchaser") (i) in any foreclosure or any action or proceeding (judicial or nonjudicial) instituted under or in connection with the Aladdin Deed of Trust, (ii) by delivery of a deed or assignment given in lieu of foreclosure, (iii) by order of the United States Bankruptcy Court or (iv) otherwise, shall (x) in any way terminate the Lease or disturb Northwind's, the Collateral Agent's, or any Northwind Purchaser's, as the case may be, use or possession of the Energy Project Site or exercise of the Related Rights in any foreclosure action or any other action or proceeding instituted under or in connection with the Aladdin Deed of Trust and the Lease and the REA shall continue in full force and effect and the Administrative Agent and each Purchaser shall recognize Northwind's, the Collateral Agent's, or any Northwind Purchaser's, as the case may be, rights thereunder or, so long as Northwind or the Collateral Agent or Northwind Purchaser shall be exercising rights under Section 365(h)(1)(A)(ii) of the United States Bankruptcy Code (or any similar provision under any applicable state law), such rights, as though Northwind, the Collateral Agent, or any Northwind Purchaser, as the case may be, were a party to the REA and the Lease was a direct agreement between Northwind and the Administrative Agent or such other Purchaser, as the case may be, or (y) join Northwind as a party defendant in any foreclosure action or proceeding or other action or proceeding in the nature of foreclosure instituted in connection with the Aladdin Deed of Trust, except as may be required by law in the foreclosure of the Property or with respect to adjudication of rights hereunder instituted in connection with a foreclosure of the Aladdin Deed of Trust. (c) If the interests of Aladdin Gaming under the Lease shall be transferred to a Purchaser, Northwind shall be bound to the lien Purchaser, and the Purchaser shall be bound to Northwind, in accordance with clause (d) of Section 1.3 below, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions and renewals thereof which may be effected in accordance with any option therefor in the Lease with the same force and effect as if the Purchaser were the landlord under the Lease; provided, however, that the Purchaser shall not be: (i) liable for any act or omission of or default by Aladdin Gaming or any prior landlord under the Lease which has been cured by the Administrative Agent or a Purchaser under Section 1.4 of this Agreement or deemed waived by Northwind or, if applicable, the Collateral Agent under Section 1.4 of this Agreement; (ii) subject to any credits, claims, setoffs or defenses which Northwind might have against Aladdin Gaming or any prior landlord under the Lease as a result of any mortgage acts or deed omissions of trust to Aladdin Gaming or any bankprior landlord which has been cured by the Administrative Agent or a Purchaser under Section 1.4 of this Agreement or deemed waived by Northwind or, insurance company if applicable, the Collateral Agent under Section 1.4 of this Agreement; (iii) bound by any fixed rent, basic rent, additional rent or other lending institution, now or hereafter amounts which Northwind may have paid to Aladdin Gaming under the Lease more than thirty days in force against advance of the Premises, and month to all advances made or hereafter which such payments relate other than any payments of Base Rent (as defined in the Lease) required to be made upon the security thereof. In signing of the event Lease and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment; (iv) bound by any proceedings are brought for foreclosureamendment or modification unless made in accordance with Section 7.19, or in (except by the event terms of the exercise Lease) any cancellation of the power Lease or (except by the terms of sale under any mortgage or deed the Lease) surrender of trust the Energy Project Site unless made by Landlord covering the Premises, Tenant shall in accordance with Section 7.19. (d) Northwind hereby agrees to attorn to the purchaser Purchaser, including the Administrative Agent if it be the Purchaser, as its landlord, said attornment to be effective and self-operative upon any the Purchaser's succeeding to the interest of Aladdin Gaming under the Lease and upon such foreclosure or sale attornment, the Purchaser shall be bound to Northwind thereunder and recognize the Purchaser and Northwind shall promptly execute and deliver an instrument reasonably acceptable to each of them to evidence such purchaser as Landlord under this Leaseattornment. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Upon the effective date of such attornment (x) the Lease shall remain continue in full force and effect for as a direct lease between Northwind and the full term hereof Purchaser, (y) the respective rights and obligations of Northwind and the Purchaser as set forth in the event Lease shall be the same as set forth therein to the extent of the then remaining balance of the term of the Lease and any extensions and renewals thereof and (z) such Purchaser shall assume the obligations of the landlord under the Lease. Northwind acknowledges and agrees that this Agreement satisfies and complies in all respects with all provisions of the Lease (including, without limitation, Article 16 thereof) requiring a non disturbance agreement in respect of the financing provided pursuant to the Aladdin Credit Agreement and that this Agreement supersedes the provisions of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance inconsistent provision and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form any other provision of the Northwind Deed of Trust relating to the document shown as Exhibit “G”. In addition, Tenant shall agree priority or subordination of the Lease and the interests or estates created thereby to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderAladdin Deed of Trust.

Subordination, Nondisturbance and Attornment. Within This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage or other hypothecation or security instrument (collectively, a "SECURITY DEVICE") now or hereafter placed upon, affecting or encumbering the Premises or any part thereof or interest therein. Tenaxx xxxees to execute within fifteen (15) days of Landlord's request by 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 Premises, 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 made by Landlord covering the Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement ("Subordination Agreement. ") in favor of an existing or prospective lender so long as such Subordination Agreement provides that Tenaxx'x xossession under the Lease shall not be disturbed so long as Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, faithfully performs all of its obligations under this Lease and Attornment Agreement in substantial form attorns to the document shown record owner of the Premises. Failure by Tenant to execute and deliver any such Subordination Agreement within the time requested shall constitute a material default under this Lease. Notwithstanding anything herein to the contrary, any holder of a Security Device may unilaterally and without Tenaxx'x xonsent subordinate the lien of its Security Device to this Lease by written notice to Tenant or by recording a written subordination in the Official Records of the County in which the Premises are located, in which case this Lease shall be unaffected by the foreclosure of the subordinated Security Device, notwithstanding the relative dates of the documentation or recordation thereof. Tenaxx xxxees to attorn to and recognize as Exhibit “G”the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Premises by reason of a foreclosure or sale under any Security Device (or deed in lieu thereof). In additionThe new owner following such foreclosure, Tenant sale or deed shall agree not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any reasonable modification offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month's Rent; or (iv) liable to said Subordination, Nondisturbance, Tenant for any security deposit not actually received by such new owner. Each holder of a Security Device shall be an express third party beneficiary of the provisions of this Section 5.11 and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in other provisions of this Lease that are for the Center, provided benefit of such modification does not materially diminish Tenants rights hereunderholder.

Subordination, Nondisturbance and Attornment. Within fifteen This Lease is and shall be expressly subject and subordinate at all times to (15i) days any ground or underlying lease of request by Landlordthe Real Property, Tenant will in writing subordinate its rights hereunder now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against encumbering fee title to the PremisesReal Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to all advances made such lease or hereafter mortgage or trust deed; provided, however, that Tenant's agreement to be made subordinate is subject to the ground or underlying lessor's or Mortgagee's recognition of this Lease and nondisturbance of Tenant's rights hereunder upon the security thereof. In the event any proceedings are brought for foreclosure, or in the event termination of the ground or underlying lease or exercise of the power of sale Mortgagee's rights or remedies under any the applicable mortgage or deed of trust. If any such mortgage or trust made by Landlord covering deed is foreclosed (including any sale of the PremisesReal Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser upon at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such foreclosure Mortgagee or sale ground lessor. Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request provided that such document provides that so long as an Event of Default has not occurred with respect to Tenant, such Mortgagee or ground lessor shall grant Tenant nondisturbance and recognize such purchaser as Landlord Tenant's rights under this Lease. Provided Tenant has subordinated its Lease hereby constitutes Landlord as herein provided, Tenant's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant's failure to do so long as Tenant is not in default hereunder, within thirty (30) days of a request to do so. Landlord agrees to obtain a nondisturbance agreement from the existing Mortgagee within 30 days after the execution of this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderboth parties.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Upon request of request by Landlord, Tenant will in writing subordinate its agrees to execute and deliver a written agreement subordinating this Lease and Tenant’s rights hereunder under this Lease to the lien of any real estate mortgage or deed on the Premises (a “Real Estate Mortgage”) granted by Landlord to a mortgagee (a “Real Estate Mortgagee”); provided, however, that any such written agreement (an “SNDA”) shall provide (i) that so long as there is not outstanding a Tenant’s Default, the leasehold estate of trust to any bankthe Tenant, insurance company or other lending institutionits successors and assigns, now or hereafter in force against the Premisescreated under this Lease and Tenant’s peaceful and quiet possession, use, and enjoyment of the Premises shall be undisturbed by any foreclosure of said Real Estate Mortgage, and (ii) Tenant shall attorn and recognize the Real Estate Mortgagee as landlord hereunder. Such SNDA shall be subject to Tenant’s reasonable approval of such form(s), which shall be consistent with this paragraph. Additionally, all advances made or hereafter to be made upon the security thereof. In the event any proceedings are brought for foreclosure, or SNDAs shall provide that in the event Tenant mortgages or assigns its interest in the Lease as collateral security or proposes to mortgage or assign its interest in the Lease as collateral security (any such leasehold mortgage or collateral lease assignment referred to herein as a “Leasehold Mortgage”) to a lender or any other party extending credit to the Tenant, and the holder of the exercise Leasehold Mortgage (a “Leasehold Mortgagee”) requests that the Real Estate Mortgagee execute and deliver a non-disturbance agreement in favor of the power of sale under any mortgage or deed of trust made by Landlord covering Leasehold Mortgagee, wherein the PremisesReal Estate Mortgagee shall agree that, Tenant shall attorn to provided the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunderunder the terms and conditions of the Lease, this Lease (i) the Real Estate Mortgagee will not disturb the Leasehold Mortgage, and (ii) if Tenant is in default under the Lease, the Real Estate Mortgagee shall remain in full force deliver to the Leasehold Mortgagee written notice of such default by Tenant and effect for shall agree that the full term hereof in Leasehold Mortgagee shall have the event of right, but not the obligation, to cure any such foreclosuredefault on behalf of the Tenant within thirty (30) days following receipt of such notice of default, then the Landlord shall take reasonable steps to have Real Estate Mortgagee execute and deliver such non-disturbance agreement in favor of the Leasehold Mortgagee. Attached hereto as Exhibit ”G” is a form SubordinationLandlord, Nondisturbance and Attornment Agreement. Tenant agreeshowever, upon Landlordshall in no way be responsible or obligated for Real Estate Mortgagee’s request, refusal to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided deliver such modification does not materially diminish Tenants rights hereunderan agreement.

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days This Lease and the rights of request by Landlord, Tenant will in writing hereunder are subject and subordinate its rights hereunder to any ground or underlying lease and the lien of the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any and all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations, and replacements thereof. (b) Tenant agrees that any ground or underlying lessor or lender may at its option, unilaterally elect to subordinate in whole or in part, such ground or underlying lease or the lien of such mortgage or deed of trust to this Lease. With at least ten (10) business days' prior notice by Landlord Tenant agrees to execute, acknowledge, and deliver to Landlord upon demand any bankand all commercially reasonable instruments required by Landlord or any such ground or underlying lessor or lender evidencing the subordination, insurance company attornment or other lending institutionpriority of this Lease, now as the case may be, provided such instrument contains standard non-disturbance and attornment provisions customarily provided by such lessor or hereafter lender, acknowledging Tenant's interest in force against this Lease. Tenant's failure to so execute, acknowledge, and deliver such instruments within fifteen, (15) business days after written request therefor shall constitute an Event of Default hereunder. Landlord shall use commercially reasonable efforts to obtain such subordination, non-disturbance and attornment agreements from Landlord's existing and future ground lessors, if any, and lenders holding the senior lien on the Property. (c) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subject and subordinate to any existing reciprocal easements and/or covenants, conditions and restrictions (collectively, the "REA"). Should Landlord desire to place any additional REA on the Premises, Landlord shall request Tenant's consent thereto, which consent shall not be unreasonably withheld; provided, however, that it shall be reasonable for Tenant to withhold its consent if, in Tenant's reasonable judgment, such REA would materially and adversely interfere with Tenant's rights under this Lease or with Tenant's use of or access to all advances made or hereafter to be made the Premises. Provided an REA is recorded in the Official Records of Santa Xxxxx County and that it is binding upon the security thereof. In the event Premises and upon any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering real property adjacent to the Premises, Tenant the provisions of said REA shall attorn to prevail over the purchaser upon any such foreclosure or sale terms and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, conditions of this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderconflict between them.

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days This Lease and the rights of request by Landlord, Tenant will in writing hereunder are subject and subordinate its rights hereunder to any ground or underlying lease and the lien of any the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any bank, insurance company or other lending institution, now or hereafter in force against the Premises, and to all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations and replacements thereof. (b) Tenant agrees that any ground or hereafter underlying lessor or lender may at its option, unilaterally elect to be made upon the security thereof. In the event any proceedings are brought for foreclosure, subordinate in whole or in part, such ground or underlying lease or the event lien of the exercise of the power of sale under any such mortgage or deed of or trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided , provided that such subordination shall be conditioned upon such ground or underlying lessor or lender agreeing to enter into a nondisturbance and attornment agreement with Tenant has subordinated its Lease as herein provided, and which shall provide that (i) so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event payment of rent or in the performance of any such foreclosure. Attached hereto as Exhibit ”G” is of the terms, covenants and conditions of this Lease, the lessor under any ground or underlying lease, the beneficiary under a form Subordination, Nondisturbance mortgage or deed of trust which now encumbers the Premises and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed any purchaser at a Subordination, Nondisturbancetrustee's sale or foreclosure sale shall not interfere with Tenant's possession of thx Xxxxises during the term of this Lease, and Attornment Agreement (ii) if Landlord's interest in substantial form the Premises is transferred to the document shown lessor under any ground or underlying lease as Exhibit “G”. In additiona result of the expiration or termination of such lease or if Landlord's interest in the Premises is transferred to the beneficiary under a mortgage or deed of trust which now encumbers the Premises or any other purchaser at a trustee's sale or foreclosure sale of the Premises, Tenant shall agree to be bound to such transferee under all of the terms, covenants and conditions of the Lease for the balance of the term hereof (including any reasonable modification extensions or renewals). Except for such nondisturbance agreement, such subordination or priority of this Lease, as the case may be, shall be effective without the necessity of executing any further instrument or agreement to said Subordinationeffect such subordination or priority; provided, Nondisturbancehowever, that Tenant agrees to execute, xxxxxwledge and deliver to Landlord upon demand any and all instruments required by Landlord or any such ground or underlying lessor or lender evidencing the subordination or priority of this Lease, as the case may be. Tenant hereby irrevocably appoints Landlord as its agent and attorney-in-fact (which appointment is coupled with an interest) to execute, acknowledge and deliver any such instruments in the name of and on behalf of Tenant if Tenant fails to so executx, xxxnowledge and deliver such instruments within 10 days after written request therefor. (c) Within thirty (30) days of the execution by both parties of this Lease, Landlord shall cause the lessor under any ground or underlying lease and the holder of or beneficiary under a mortgage or deed of trust which now encumbers the Premises to enter into a nondisturbance and attornment agreement with Tenant which shall provide that (i) so long as Tenant is not in default in the payment of rent or in the performance of any of the terms, covenants and conditions of this Lease, the lessor under any ground or underlying lease, the beneficiary under a mortgage or deed of trust which now encumbers the Premises and any purchaser at a trustee's sale or foreclosure sale shall not interfere with Tenant's possession of thx Xxxxises during the term of this Lease, and Attornment Agreement requested by any institutional mortgage holder which encumbers (ii) if Landlord’s 's interest in the CenterPremises is transferred to the lessor under any ground or underlying lease as a result of the expiration or termination of such lease or if Landlord's interest in the Premises is transferred to the beneficiary under a mortgage or deed of trust which now encumbers the Premises or any other purchaser at a trustee's sale or foreclosure sale of the Premises, provided Tenant shall agree to be bound to such modification does not materially diminish Tenants rights hereundertransferee under all of the terms, covenants and conditions of the Lease for the balance of the term hereof (including any extensions or renewals).

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Provided that Subtenant’s use and occupancy of the Premises shall not be disturbed and all of Subtenant’s other rights under this Sublease are fully recognized, unless Subtenant’s right of possession under this Sublease shall have been terminated in accordance with the provisions of this Sublease, Subtenant agrees that, on request by of the Prime Landlord, Tenant Subtenant 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 institutioninstitutional lender, now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereofthereto; provided, that Subtenant’s subordination shall apply to the extent that the party who receives the benefit of the subordination (“Lender”) enters into or approves a written agreement stating that Subtenant’s right to quiet possession pursuant to this Sublease shall not be disturbed by such party so long as Subtenant pays the Rent and observes and performs all of the provisions of this Sublease and the Prime Lease. 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 or other lien made by Landlord Sublandlord covering the Premises, Tenant Subtenant shall attorn to the Lender or other purchaser upon any such foreclosure or sale and recognize such Lender or other purchaser as Landlord the Sublandlord under this LeaseSublease. Provided Tenant has subordinated Sublandlord will cause any Lender that may provide financing to Sublandlord to record its Lease as herein providedlien interest subject to and after recordation of the Memorandum of Ground Sublease (in the form attached to the APA) evidencing this Sublease, and so long as Tenant is that this Sublease will not in default hereunder, this Lease shall remain in full force and effect for the full term hereof be subject to termination in the event of any such foreclosureforeclosure or a deed-in-lieu of foreclosure under Lender’s loan instruments. Attached hereto If required by the Lender, Subtenant will enter into a subordination, non-disturbance and attornment agreement (“SNDA”) with the Lender. As between Sublandlord and Subtenant, the Parties approve the form of SNDA attached as Exhibit ”G” E to the Prime Lease; however, if the Lender requires that the SNDA be on Lender’s form, Subtenant will not unreasonably withhold approval of any commercially reasonable SNDA form of the Lender, so long as it is a with an institutional lender and the SNDA form Subordinationof such Lender does not materially modify or impair the rights and entitlements under this Sublease, Nondisturbance change Subtenant’s rights to rebuild and Attornment Agreementto continue this Sublease following condemnation or casualty, or otherwise materially and detrimentally alter the approved format of the SNDA as attached to the Prime Lease. Tenant agreesSublandlord will use reasonable efforts to obtain the Lender’s approval of the SNDA attached to the Prime Lease. Sublandlord shall similarly provide Subtenant with executed SNDAs from any and all future mortgagees, upon Landlord’s request, to executed a Subordination, Nondisturbanceholders of deeds of trust, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s other parties holding an interest in the CenterPremises, provided no later than the date said parties obtain such modification does not materially diminish Tenants rights an interest. Subtenant may waive these conditions precedent upon written notice to Sublandlord, although no other action by Subtenant short of such notice shall be deemed an implied waiver of Subtenant’s privileges hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days of request by Landlord, Tenant will in writing This Lease is and shall be expressly subject and subordinate its rights hereunder at all times to the lien of any mortgage or trust deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against encumbering fee title to the Premisesreal property on which the Premises are located and/or the leasehold estate under any ground lease, and all amendments, extensions, renewals, replacements and modifications, unless such ground lease, mortgage, trust deed or the holder thereof, expressly provides or elects that the Lease shall be superior to all advances made such ground lease or hereafter mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale pursuant to be made upon the security thereof. In the event any proceedings are brought for foreclosurea power of sale), or in the event if any such ground lease is terminated, upon request of the exercise holder of the power of sale under any such mortgage or deed of trust made by Landlord covering ("Mortgagee") or the Premisesground lessor, as the case may be, Tenant shall attorn to the purchaser upon any at the foreclosure sale or to the ground lessor under such foreclosure or sale and recognize ground lease, as the case may be, provided, however, that such purchaser as Landlord or ground lessor shall not be (i) bound by any payment of Base Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor (if Tenant is provided written notice of Mortgagee's address); or (iv) liable for any security deposits not actually received in cash by or credited to such purchaser or ground lessor. Provided Tenant has subordinated its Lease as herein providedThis subordination shall be self-operative; provided that, and so long as Tenant is not in default hereunderhereunder (for which the cure period has lapsed), Tenant's rights under this Lease shall remain in full force not be disturbed and effect for the full term hereof in the event no further certificate or instrument of subordination need be required by any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment AgreementMortgagee or ground lessor. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to execute promptly any reasonable modification certificate or instrument that Landlord, Mortgagee or ground lessor may request provided that such document provides that so long as a default under this Lease has not occurred with respect to said SubordinationTenant (for which the cure period has lapsed), Nondisturbance, such Mortgagee or ground lessor shall grant Tenant nondisturbance and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided recognize Tenant's rights under this Lease. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such modification does not materially diminish Tenants rights hereundercertificate or instrument for and on behalf of Tenant upon Tenant's failure to do so within fifteen (15) days of a request to do so.

Subordination, Nondisturbance and Attornment. Within fifteen A. Landlord’s interest in this Lease and/or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Tenant, and nothing herein contained shall be construed to require such subordination by Landlord. Tenant shall keep the Premises free from any liens for work performed, materials furnished, or obligations incurred by Tenant. NOTICE IS HEREBY GIVEN THAT TENANT IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES OR TENANT’S LEASEHOLD INTEREST THEREIN, EXCEPT AS EXPRESSLY PROVIDED BELOW, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. B. This Lease at all times shall automatically be subordinate to the lien of any and all ground leases, mortgages, and trust deeds now or hereafter placed upon the Premises by Landlord, and Tenant covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any or all such ground leases, mortgages, or trust deeds as shall be desired by Landlord, or any present or proposed mortgagees or trustees under trust deeds, upon the condition that Tenant shall have the right to remain in possession of the Premises under the terms of this Lease, and shall have all other rights granted to Tenant under this Lease, notwithstanding any default in any or all such mortgages or trust deeds, or after foreclosure thereof, so long as Tenant is not in default under any of the covenants, conditions and agreements contained in this Lease (15) days “Nondisturbance Agreement”). Landlord shall provide Tenant a Nondisturbance Agreement from any mortgagee which has a mortgage against the Premises at the time this Lease commences. C. If any mortgagee or trustee elects to have this Lease and the interest of Tenant hereunder be superior to any such interest or right and evidences such election by notice given to Tenant, then this Lease and the interest of Tenant hereunder shall be deemed superior to any such mortgage or trust deed, whether this Lease was executed before or after such mortgage or trust deed and in that event such mortgagee or trustee shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of the mortgage or trust deed and has been assigned to such mortgagee or trustee. D. Although the foregoing provisions shall be self-operative and no future instrument of subordination shall be required, upon request by 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 Premisesshall execute and deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to all advances made or hereafter do within ten (10) days after demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as its agent and attorney-in-fact and in its name, place and stead so to do, which appointment shall be made upon the security thereof. deemed coupled with an interest. E. In the event any proceedings are brought for foreclosure, collateral assignee or in purchaser at a foreclosure sale acquires title to the event of Premises pursuant to the exercise of any remedy provided for in the power of sale under any mortgage collateral assignment, mortgage, or trust deed of trust made by Landlord covering the Premisesor otherwise, Tenant shall attorn to the such purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Lease which shall remain continue in full force and effect for as a direct lease between such purchaser and Tenant. The foregoing provision shall be self-operative and effective without the full term hereof in the event execution of any further instruments. F. Tenant shall give written notice to any lender of Landlord having a recorded lien upon the Premises or any part thereof of which Tenant has been notified of any breach or default by Landlord of any of its obligations under this Lease and give such foreclosurelender at least thirty (30) days beyond any notice period to which Landlord might be entitled to cure such default before Tenant may exercise any remedy with respect thereto. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Upon request by Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree also provide Tenant’s most recent financial statements, together with any audit or other opinion received with respect thereto, to any reasonable modification to said Subordination, Nondisturbance, such lender and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest certify the continuing accuracy of such financial statements in the Center, provided such modification does not materially diminish Tenants rights hereundermanner as Landlord or such lender may request.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days This Lease is and shall be subject and subordinate to all the terms and conditions of request by Landlord, Tenant will in writing subordinate its rights hereunder all underlying mortgages and to all ground or underlying leases of the lien of any mortgage or deed of trust to any bank, insurance company or other lending institution, entire Building which may now or hereafter in force against encumber the PremisesBuilding and/or the Property, and to all advances made or hereafter renewals, modifications, consolidations, replacements and extensions thereof, provided, however, that with respect to future mortgages, this Lease shall be made upon subject and subordinate so long as the security thereof. In the event any proceedings are brought for foreclosure, or in the event holder 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 mortgage shall have provided to Tenant a nondisturbance agreement which shall provide, inter alia, that (a) Tenant's rights under this Lease shall not be extinguished by any foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and other enforcement proceedings so long as Tenant is not in default hereunderunder this Lease (b) subject to the foregoing, the Tenant's rights under this Lease are subordinate to the rights of the holder of such mortgagee, and (c) Tenant shall attorn to the holder of such mortgage. Except as provided above, this clause shall be self-operative and no further instrument of subordination shall be necessary. Notwithstanding the automatic subordination of this Lease, Tenant shall execute, within five (5) days after request, any certificate that Landlord may reasonably require acknowledging such subordination. If Landlord has attached to this Lease, or subsequently delivers to Tenant, a form of subordination agreement required by a mortgagee of the Property, Tenant shall execute and return the same to Landlord within five (5) days after receipt thereof by Tenant. Notwithstanding the foregoing, the party holding the instrument to which this Lease is subordinate shall have the right to recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and in such case this Lease shall remain continue in full force and effect at the option of the party holding the superior lien, and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the confirmation of such attornment. Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from the existing mortgagee of the Property (using such mortgagee's standard form nondisturbance agreement) for the full term hereof in the event benefit of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderTenant.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Landlord shall use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's current mortgagee on such mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request by of Landlord, Tenant will in writing subordinate its rights hereunder shall execute the mortgagee’s form of non-disturbance, subordination and attornment agreement, with such modifications (if any) as may be requested by Tenant and agreed to by 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 Premisesmortgagee, and return the same to all advances made or hereafter to be made upon Landlord for execution by the security thereofmortgagee. In the event any proceedings are brought for foreclosureSuch non-disturbance, or subordination, and attornment agreement in the event favor 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 or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein providedprovide that, and so long as Tenant is paying the Rent due under the Lease and is not otherwise in default hereunderunder the Lease beyond any applicable cure period, this its right to possession and the other terms of the Lease shall remain in full force and effect effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Minimum Monthly Rent, Additional Rent, or other sum due under the Lease, as amended hereby, for more than 1 month in advance or (ii) any amendment or modification of the full term hereof in Lease made without the event express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordinationprior landlord (including Landlord), Nondisturbance and Attornment Agreement. Tenant agrees(ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), upon Landlord’s requestor (iii) the return of any security deposit, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form except to the document shown as Exhibit “G”extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). In additionLandlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall agree have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder; provided, however that if Landlord is unable to obtain a non-disturbance agreement from any reasonable modification mortgagee, then Tenant shall not be required to said Subordination, Nondisturbance, and Attornment Agreement requested execute any other documents that may be required by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereundermortgagee.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Upon written request or notice by Landlord or any first mortgagee or beneficiary under a first deed of request by Landlordtrust of Landlord encumbering the Shopping Center, the Leased Premises or the Common Areas, Tenant will in writing agrees to subordinate its rights hereunder under this Lease to the lien of any such first mortgage or deed of trust, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or beneficiary named in said mortgage or deed of trust shall agree to recognize this Lease of Tenant and shall further agree not to disturb this Lease or any bankrights of Tenant hereunder in the event of foreclosure or Trustee's sale, insurance company if Tenant is not in default hereunder. Tenant also agrees that any such first mortgagee or other lending institution, now beneficiary may elect to have this Lease made prior to the lien of its mortgage or hereafter in force against the Premisesdeed of trust, and in the event of such election and upon notification by such mortgagee or beneficiary to all advances made Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage or hereafter deed of trust, whether this Lease is dated prior to be made or subsequent to the date of said mortgage or deed of trust. Tenant agrees that, upon the security thereofrequest of Landlord or any mortgagee or any beneficiary named in such mortgage or deed of trust, Tenant will execute and deliver an instrument confirming such purposes. In Tenant, in the event of the sale or assignment of Landlord's interest in the Shopping Center or in the event of any proceedings are brought for foreclosurethe foreclosure of such mortgage or deed of trust, or in the event of the exercise of the power of sale under any mortgage or such deed of trust made by Landlord covering the Premisestrust, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser purchaser, mortgagee or beneficiary as Landlord under this Lease. Provided Landlord shall obtain nondisturbance and attornment agreements in which the holders of all existing mortgages and deeds of trust on the Leased Premises agree not to disturb this Lease or any rights of Tenant has subordinated its Lease as herein providedhereunder in the event of foreclosure or Trustee's sale, and so long as if Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days Landlord shall use commercially reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's current mortgagee on such mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request by of Landlord, Tenant will in writing subordinate its rights hereunder shall execute the mortgagee’s form of non-disturbance, subordination and attornment agreement, with such modifications (if any) as may be requested by Tenant and agreed to by 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 Premisesmortgagee, and return the same to all advances made or hereafter to be made upon Landlord for execution by the security thereofmortgagee. In the event any proceedings are brought for foreclosureSuch non-disturbance, or subordination, and attornment agreement in the event favor 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 or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein providedprovide that, and so long as Tenant is paying the Rent due under the Lease and is not otherwise in default hereunderunder the Lease beyond any applicable cure period, this its right to possession and the other terms of the Lease shall remain in full force and effect effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Base Rent, Additional Rent, or other sum due under the Lease, as amended hereby, for more than 1 month in advance or (ii) any amendment or modification of the full term hereof in Lease made without the event express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordinationprior landlord (including Landlord), Nondisturbance and Attornment Agreement. Tenant agrees(ii) the breach of any warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), upon Landlord’s requestor (iii) the return of any security deposit, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form except to the document shown as Exhibit “G”extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). In additionLandlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall agree have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder; provided, however that if Landlord is unable to obtain a non-disturbance agreement from any reasonable modification mortgagee, then Tenant shall not be required to said Subordination, Nondisturbance, and Attornment Agreement requested execute any other documents that may be required by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereundermortgagee.

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days Subject to the provisions of request by this paragraph, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, Tenant will in writing subordinate its rights hereunder subject, subordinate, and inferior to the lien and estate of any mortgage or ground lease (including, without limitation, the Master Lease), mortgage, deed of trust trust, hypothecation or other lien or security arising upon such leasehold placed upon the leasehold held by Landlord under the Master Lease or upon the real property of which the Premises are a part, and to any bankand all advances made on the security thereof and to all renewals, insurance company extensions, or other lending institutionreplacements thereof, now or hereafter in force against imposed by Landlord upon the Premises. The Landlord shall use commercial reasonable efforts to obtain an agreement ("NON-DISTURBANCE AGREEMENT"), from the holders of any such ground lease (including, without limitation, the Master Lease), mortgage, deed of trust, hypothecation or other lien or security arising upon such leasehold after the date of this Lease and to any and all advances made or hereafter to be made upon on the security thereof. In the event thereof or to any proceedings are brought for foreclosurerenewal, extension, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premisesreplacement thereof, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein providedsetting forth that, and so long as Tenant is not in default hereunder, Landlord's and Tenant's rights and obligations hereunder shall remain in force and Tenant's right to possession shall be upheld. If the holder of any such interest shall elect to subordinate the lien of its interest to this Lease, and shall give written notice thereof to Tenant, then this Lease shall remain in full force be deemed prior to such interest 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. The Non-Disturbance Agreement may contain such additional provisions regarding nondisturbance, subordination and effect for attornment as are customarily requested by secured lenders with liens encumbering real property security similar to such leasehold or the full term hereof in Premises. Tenant shall, within ten (10) days following a request by Landlord, execute, acknowledge and deliver the event Non-Disturbance Agreement, and any other subordination agreement or other documents required to establish of record the priority of any such foreclosureencumbrance over this Lease. Attached hereto If Tenant fails to execute such documents within ten (10) days after a written request by Landlord, then, following expiration of any applicable notice and cure period, (i) such failure shall be a material default entitling Landlord to exercise its remedies under Article 17, (ii) Tenant shall be liable to Landlord for all foreseeable and unforeseeable losses, costs and expenses incurred by Landlord arising from or relating to such failure by Tenant, including, but not limited to, losses suffered by Landlord due to the cancellation of any prospective sale, financing, refinancing or master leasing of all or any part of the Building and (iii) Tenant shall pay, as Exhibit ”G” is a form Subordinationadditional rent, Nondisturbance and Attornment Agreement. Tenant agreesto Landlord, upon Landlord’s requestdemand and without thereby limiting any other remedies of Landlord and not as liquidated damages, to a charge of $500 per day for each day after the expiration of such ten-day period that such documents have not been so executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”delivered. In addition, as long as they do not materially increase Tenant's monetary obligations or materially diminish Tenant's rights under this Lease, Tenant agrees that it will make such modifications to this Lease as may be reasonably required by a lender or an investor not affiliated with Landlord in connection with the obtaining, from time to time, of any equity, financing or refinancing of the Building, including, without limitation, the Premises. In addition, even if any such modification did materially increase Tenant's monetary obligations or materially diminish Tenant's rights under this Lease, Tenant and Landlord nonetheless each still shall make any such modification, as applicable, if (i) it is a reasonable modification for such lender or investor to require under the circumstances and (ii) Landlord, in its sole discretion, elects, as between Landlord and Tenant, to bear any increased costs resulting from such modification that otherwise would be borne by Tenant. (b) In the event of foreclosure of any deed of trust or mortgage, whether superior or subordinate to this Lease, then (i) Tenant shall agree attorn to and recognize the beneficiary, mortgagee or purchaser at foreclosure sale ("SUCCESSOR LANDLORD") as Tenant's landlord for the remaining term of this Lease provided the Successor Landlord assumes the obligations of the Landlord from and after the taking of possession by Successor Landlord; and (ii) the Successor Landlord shall not be bound by (a) any reasonable modification payment of rent for more than one month in advance; (b) any amendment, modification, or ending of this Lease without the Successor Landlord's consent after the Successor Landlord's name is given to said SubordinationTenant pursuant to the notice requirements set forth in Paragraph 20, Nondisturbanceunless the amendment, modification, or ending is specifically authorized by the original Lease and Attornment Agreement requested by does not require Landlord's prior agreement or consent; (c) any institutional mortgage holder which encumbers Landlord’s interest liability for or obligation to cure any act or omission of a prior Landlord and regardless of whether in the Centernature of a continuing default; and (d) any construction obligation, provided or related funding obligation, of a prior Landlord. (c) If Landlord, or an affiliate of Landlord, shall acquire the interest of Master Lessor under the Master Lease, then Landlord shall enter into, or cause such modification does not materially diminish Tenants rights hereunderaffiliate to enter into, a Non-Disturbance Agreement with Tenant, the terms and conditions of which shall be as set forth in Paragraph 27(a).

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days This Lease and the rights of request by Landlord, Tenant will in writing hereunder are subject and subordinate its rights hereunder to any ground or underlying lease and the lien of the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any and all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations, and replacements thereof. Upon execution of this Lease, as a pre-condition to Landlord's execution of this Lease, Tenant shall execute the Subordination, Attornment and Non-Disturbance Agreement in favor of Landlord's lender having a first lien on the Premises attached as Exhibit S. As a pre-condition, for the benefit of Tenant, to Landlord's delivery and the effectiveness of this Lease, Landlord shall cause the Subordination, Attornment and Non-Disturbance Agreement attached as Exhibit S to be executed by Landlord's lender named therein. (b) Tenant agrees that any ground or underlying lessor or lender may at its option, unilaterally elect to subordinate in whole or in part, such ground or underlying lease or the lien of such mortgage or deed of trust to any bankthis Lease. With at least ten (10) business days' prior notice by Landlord Tenant agrees to execute, insurance company or other lending institution, now or hereafter in force against the Premisesacknowledge, and deliver to Landlord upon demand any and all advances made instruments required by Landlord or hereafter any such ground or underlying lessor or lender evidencing the subordination, attornment or priority of this Lease, as the case may be, provided such instrument contains the standard non-disturbance and attornment provisions acknowledging Tenant's interest in this Lease customarily provided by such lessor or lender. Tenant's failure to so execute, acknowledge, and deliver such instruments within ten (10) business days after written request therefor shall constitute an Event of Default hereunder. (c) Tenant agrees that this Lease and the rights of Tenant hereunder shall be made subject and subordinate to any agreement(s) placed upon the security thereofProperty and the real property owned by Landlord and adjacent to the Property and any amendments, additions or supplements thereto, which provides for reciprocal easements and/or covenants, conditions and restrictions pertaining to the common areas located on the Property and the adjacent real property, which agreements shall not materially interfere with Tenant's rights under this Lease or with Tenant's access to the Premises (collectively "READ. In If a conflict between any such REA and this Lease occurs, the event any proceedings are brought for foreclosure, or provisions of the REA shall prevail provided that the REA is recorded in the event Official Records of the exercise County of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser San Mateo and is binding upon any such foreclosure or sale and recognize such purchaser adjacent real property as Landlord under this Lease. Provided Tenant has subordinated its Lease well as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderProperty.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days This Lease will be subject and subordinate to any mortgage, deed of request trust, ground lease or sale-leaseback now or hereafter placed upon the Premises by 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 Premises, and to all advances made or hereafter to be made upon amendments, replacements, renewals and extensions thereof, provided that the security thereof. In the event any proceedings are brought for foreclosure, or in the event holder of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premisesinstrument to which this Lease is subordinated has given Tenant a reasonably acceptable agreement that, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event payment of Rent and the performance of all covenants, agreements and conditions to be performed by Tenant under this Lease, and provided that Tenant attorns to the party acquiring title to the Premises as a result of the foreclosure, termination or transfer in lieu thereof of any such mortgage, deed of trust, ground lease or sale-leaseback, then neither Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease, will be interfered with by the holder of any such mortgage, deed of trust, ground lease or sale-leaseback, by any successor thereto or any successor to Landlord as a result of the foreclosure or termination thereof or transfer in lieu thereof, or by virtue of any such foreclosure, termination or transfer, and that the successor will perform Landlord's obligations arising under this Lease from and after the date of succession. Attached hereto as Exhibit ”G” is a form SubordinationSuch subordination will be effective without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. However, Nondisturbance and Attornment Agreement. Tenant agreesagrees at any time hereafter, upon Landlord’s requestdemand, to executed a Subordinationexecute and deliver any instruments, Nondisturbancereleases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, and Attornment Agreement in substantial form as above provided, to the document shown as Exhibit “G”. In additionlien of any such mortgage, Tenant shall agree to any reasonable modification to said Subordinationdeed of trust, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderground lease or sale-leaseback.

Subordination, Nondisturbance and Attornment. Within fifteen (151) days The Lease and the leasehold estate created thereby are now and at all times shall continue to be subject and subordinate to the Aladdin Deed of request Trust and to any and all increases, renewals, modifications, extensions, consolidations and replacements thereof, including, without limitation, amendments which increase the amount of the indebtedness secured by Landlordthe Aladdin Deed of Trust. (2) So long as Northwind or the Collateral Agent (or its designee or nominee or Permitted Transferee (the "NORTHWIND PURCHASER")), Tenant will as applicable, is not in writing subordinate default beyond the expiration of any applicable notice or grace period (as extended hereunder pursuant to SECTION 1.5) in the payment of rent or in the performance of any of the other terms, covenants or conditions of the Lease or so long as Northwind or the Collateral Agent or Northwind Purchaser shall be exercising rights under Section 365(h)(1)(A)(ii) of the United States Bankruptcy Code (or any similar provision under any applicable state law), neither the Administrative Agent, its successors or assigns nor any other person acquiring the Aladdin Property (each a "PURCHASER") (i) in any foreclosure or any action or proceeding (judicial or nonjudicial) instituted under or in connection with the Aladdin Deed of Trust, (ii) by delivery of a deed or assignment given in lieu of foreclosure, (iii) by order of the United States Bankruptcy Court or (iv) otherwise, shall (x) in any way terminate the Lease or disturb Northwind's, the Collateral Agent's, or any Northwind Purchaser's, as the case may be, use or possession of the Energy Project Site or exercise of the Related Rights in any foreclosure action or any other action or proceeding instituted under or in connection with the Aladdin Deed of Trust and the Lease and the REA shall continue in full force and effect and the Administrative Agent and each Purchaser shall recognize Northwind's, the Collateral Agent's, or any Northwind Purchaser's, as the case may be, rights thereunder or, so long as Northwind or the Collateral Agent or Northwind Purchaser shall be exercising rights under Section 365(h)(1)(A)(ii) of the United States Bankruptcy Code (or any similar provision under any applicable state law), such rights, as though Northwind, the Collateral Agent, or any Northwind Purchaser, as the case may be, were a party to the REA and the Lease was a direct agreement between Northwind and the Administrative Agent or such other Purchaser, as the case may be, or (y) join Northwind as a party defendant in any foreclosure action or proceeding or other action or proceeding in the nature of foreclosure instituted in connection with the Aladdin Deed of Trust, except as may be required by law in the foreclosure of the Property or with respect to adjudication of rights hereunder instituted in connection with a foreclosure of the Aladdin Deed of Trust. (3) If the interests of Aladdin Gaming under the Lease shall be transferred to a Purchaser, Northwind shall be bound to the lien Purchaser, and the Purchaser shall be bound to Northwind, in accordance with clause (d) of SECTION 1.3 below, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions and renewals thereof which may be effected in accordance with any option therefor in the Lease with the same force and effect as if the Purchaser were the landlord under the Lease; PROVIDED, HOWEVER, that the Purchaser shall not be: (1) liable for any act or omission of or default by Aladdin Gaming or any prior landlord under the Lease which has been cured by the Administrative Agent or a Purchaser under Section 1.4 of this Agreement or deemed waived by Northwind or, if applicable, the Collateral Agent under Section 1.4 of this Agreement; (2) subject to any credits, claims, setoffs or defenses which Northwind might have against Aladdin Gaming or any prior landlord under the Lease as a result of any mortgage acts or deed omissions of trust to Aladdin Gaming or any bankprior landlord which has been cured by the Administrative Agent or a Purchaser under Section 1.4 of this Agreement or deemed waived by Northwind or, insurance company if applicable, the Collateral Agent under Section 1.4 of this Agreement; (3) bound by any fixed rent, basic rent, additional rent or other lending institution, now or hereafter amounts which Northwind may have paid to Aladdin Gaming under the Lease more than thirty days in force against advance of the Premises, and month to all advances made or hereafter which such payments relate other than any payments of Base Rent (as defined in the Lease) required to be made upon the security thereof. In signing of the event Lease and all such prepaid rent and additional rent shall remain due and owing without regard to such prepayment; (4) bound by any proceedings are brought for foreclosureamendment or modification unless made in accordance with SECTION 7.19, or in (except by the event terms of the exercise Lease) any cancellation of the power Lease or (except by the terms of sale under any mortgage or deed the Lease) surrender of trust the Energy Project Site unless made by Landlord covering the Premises, Tenant shall in accordance with SECTION 7.19. (4) Northwind hereby agrees to attorn to the purchaser Purchaser, including the Administrative Agent if it be the Purchaser, as its landlord, said attornment to be effective and self-operative upon any the Purchaser's succeeding to the interest of Aladdin Gaming under the Lease and upon such foreclosure or sale attornment, the Purchaser shall be bound to Northwind thereunder and recognize the Purchaser and Northwind shall promptly execute and deliver an instrument reasonably acceptable to each of them to evidence such purchaser as Landlord under this Leaseattornment. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, this Upon the effective date of such attornment (x) the Lease shall remain continue in full force and effect for as a direct lease between Northwind and the full term hereof Purchaser, (y) the respective rights and obligations of Northwind and the Purchaser as set forth in the event Lease shall be the same as set forth therein to the extent of the then remaining balance of the term of the Lease and any extensions and renewals thereof and (z) such Purchaser shall assume the obligations of the landlord under the Lease. Northwind acknowledges and agrees that this Agreement satisfies and complies in all respects with all provisions of the Lease (including, without limitation, Article 16 thereof) requiring a non-disturbance agreement in respect of the financing provided pursuant to the Aladdin Credit Agreement and that this Agreement supersedes the provisions of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance inconsistent provision and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form any other provision of the Northwind Deed of Trust relating to the document shown as Exhibit “G”. In addition, Tenant shall agree priority or subordination of the Lease and the interests or estates created thereby to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderAladdin Deed of Trust.

Subordination, Nondisturbance and Attornment. Within fifteen (15TENANT hereby agrees that LANDLORD shall have the right at any time, and from time to time, to create any mortgage(s) days or security interest(s) in favor of request by Landlordany person(s) or entity(ies) for any reasons whatsoever, Tenant will in writing subordinate its rights hereunder which mortgage(s) or security interest(s) shall be wholly superior to the lien rights of the TENANT pursuant to this LEASE. TENANT hereby agrees that it shall, upon demand, execute any mortgage and all documents or deed instruments deemed necessary or advisable by LANDLORD for the purpose of trust subjecting or subordinating this LEASE and all rights conferred upon TENANT pursuant to this LEASE to any banksuch mortgage(s) or security interest(s) and should TENANT fail to execute any such documents or instruments within two (2) weeks after receipt thereof, insurance company LANDLORD shall have the right to do so for and on behalf of TENANT as TENANT'S attorney-in-fact. However, LANDLORD hereby agrees that any such document or other lending institutioninstrument necessary for the purpose of subordinating this LEASE shall provide that, now if this LEASE is in full force and effect, the right to exclusive possession of the PREMISES by the TENANT and all of TENANT'S rights arising out of this LEASE shall not be affected or hereafter in force against the Premises, 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 disturbed by reason of the exercise by anyone of any rights conferred pursuant to any such mortgage(s) or security interest(s). Should any party acquire title to the power PREMISES 18 pursuant to the exercise of sale under any mortgage rights conferred by such mortgage(s) or deed of trust made by Landlord covering security interest(s) this LEASE shall not be terminated or affected due to a foreclosure or sale, or similar proceedings, rather any such party shall be vested with the Premises, Tenant shall rights and obligations conferred upon the LANDLORD pursuant to this LEASE. TENANT hereby agrees to attorn to the purchaser upon any such foreclosure mortgagee or sale and recognize such purchaser other person or entity as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein providednew landlord, and so long as Tenant is not in default hereunder, this Lease LEASE shall remain continue in full force and effect as a direct lease between TENANT and any new landlord, or such other person or entity, upon all agreements, conditions, covenants and terms herein set forth. Further, TENANT hereby agrees that it shall, upon demand by LANDLORD, execute an estoppel certificate, in form and substance satisfactory to LANDLORD, for the full term hereof purpose of acknowledging any and all terms and conditions contained in the event this LEASE, acknowledging that no condition of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordinationdefault exists with respect thereto, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbanceif true, and Attornment Agreement in substantial form to the document shown acknowledging such other facts and circumstances as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderLANDLORD may reasonably require.

Subordination, Nondisturbance and Attornment. Within fifteen 8.1 This Lease is subject and subordinate to each and every Superior Mortgage with respect to which Tenant receives an executed Superior Mortgagee SNDA (15) days of request by Landlorddefined below), Tenant will in writing subordinate its rights hereunder and which subordination shall be subject to the lien terms set forth in such Superior Mortgagee SNDA. 8.2 It shall be a condition to the subordination of any mortgage or deed of trust this Lease to any bankSuperior Mortgage that hereafter encumbers the Premises that Landlord shall have delivered to Tenant a commercially reasonable subordination, insurance company non-disturbance and attornment agreement, executed and acknowledged by the holder of such Superior Mortgage, as lender, in favor of Tenant (a “Superior Mortgagee SNDA”), which Superior Mortgagee SNDA shall provide that (i) provided that Tenant performs all of its obligations under this Lease, Tenant’s right to occupy the Premises shall not be disturbed by the transferee of the Office Complex or other lending institution, now or hereafter any part thereof in force against the Premises, and to all advances made or hereafter to be made upon the security thereof. In the event any proceedings are brought for foreclosure, foreclosure proceeding is prosecuted or completed or in the event the Office Complex, any part thereof or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise (each, a “Foreclosure Event”), (ii) in the exercise event of the power of sale under any mortgage or deed of trust made by Landlord covering the PremisesForeclosure Event, Tenant shall attorn to the purchaser upon any such foreclosure or sale transferee and shall recognize such purchaser transferee as Landlord the landlord under this Lease for the unexpired balance (and any renewals, if exercised) of the Term of this Lease upon the terms and conditions set forth in this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as (iii) such transferee shall assume all of Landlord’s future obligations including, without limitation, the obligation to cure any then ongoing non-monetary default of Landlord after a reasonable time period after such transferee becomes the owner of the Office Complex but only to the extent such non-monetary default is reasonably curable by such transferee, and shall pay any refunds or credits due to Tenant is not in default hereunder, and arising under this Lease shall remain in full force from and effect for after the full term hereof in Foreclosure Event. 8.3 Landlord represents and warrants to Tenant that no Superior Mortgage exists as of the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderEffective Date.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days This Lease will be subject and subordinate to any mortgage, deed of request trust, ground lease or sale- leaseback now or hereafter placed upon the Premises by 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 Premises, and to all advances made or hereafter to be made upon the security amendments, replacements, renewals and extensions 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 Landlord covering the Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser provided that as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunderin the payment of Rent and the performance of all covenants, agreements and conditions to be performed by Tenant under this Lease shall remain Lease, and provided that Tenant attorns to the party acquiring title to the Premises as a result of the foreclosure, termination or transfer in full force and effect lieu thereof of any such mortgage, deed of trust, ground lease or sale-leaseback (so long as such acquiring party is obligated for the full term hereof performance of all obligations of Landlord hereunder required to be performed from and after such acquisition), then neither Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant to continue to occupy the Premises and to conduct its business thereon, in accordance with the event terms of this Lease, will be interfered with by the holder of any such mortgage, deed of trust, ground lease or sale-leaseback, by any successor thereto or any successor to Landlord as a result of the foreclosure or termination thereof or transfer in lieu thereof, or by virtue of any such foreclosure, termination or transfer. Attached hereto as Exhibit ”G” is a form SubordinationSuch subordination will be effective without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. However, Nondisturbance and Attornment Agreement. Tenant agreesagrees at any time hereafter, upon within 10 business days after delivery of Landlord’s 's written request, to executed a Subordinationexecute and deliver any instruments, Nondisturbancereleases or other documents, in form reasonably satisfactory to Tenant, that may be reasonably required for the purpose of subjecting and Attornment Agreement in substantial form subordinating this Lease, as above provided, to the document shown as Exhibit “G”. In additionlien of any such mortgage, Tenant shall agree to any reasonable modification to said Subordinationdeed of trust, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Centerground lease or sale-leaseback, provided such modification does not materially diminish Tenants rights hereunderthe same include the nondisturbance provisions and covenant to perform Landlord's obligations set forth above.

Subordination, Nondisturbance and Attornment. Within fifteen (15) days This Lease and all rights of request by Landlord, Tenant will in writing hereunder are expressly subject and subordinate its rights hereunder to the lien of any mortgage (each a “Mortgage”) that may now exist or deed of trust to any bank, insurance company or other lending institution, now or may hereafter be placed upon the Landlord’s interest in force against the Premises, provided, however, that, notwithstanding such subordination, Tenant’s possession 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 quiet enjoyment of the exercise Premises shall not be disturbed by any holder 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 or sale and recognize such purchaser as Landlord under this Lease. Provided Tenant has subordinated its Lease as herein provided, and a Mortgage so long as Tenant is not in default hereunderdefault, after the expiration of any cure or grace periods applicable thereto, in performance of its obligations under this Lease. Tenant agrees to deliver to Landlord, within ten (10) business days after receipt of a written demand, a waiver of priority or a subordination of this Lease, in recordable form, subordinating Tenant’s rights hereunder to the lien of a Mortgage; provided, however, that any such document shall provide the agreement of the holder of such Mortgage that: (i) The holder of such Mortgage will not disturb Tenant’s possession and quiet enjoyment of the Premises under this Lease shall remain so long as Tenant is not in full force and effect for default, after the full term hereof expiration of any cure or grace period applicable thereto, in the event performance of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form its obligation under this Lease; (ii) If the Mortgagee acquires title to the document shown Premises, the holder of such Mortgage will accept the Tenant as Exhibit “G”. In addition, Tenant of the Premises under the terms and conditions of this Lease and Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage recognize such holder which encumbers Landlord’s interest in as the Center, provided such modification does not materially diminish Tenants rights landlord hereunder.

Subordination, Nondisturbance and Attornment. Within fifteen Subject to the provisions hereof, this Lease is and shall be expressly subject and subordinate at all times to (15i)any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) days of request by Landlord, Tenant will in writing subordinate its rights hereunder to the lien of any mortgage or trust deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against encumbering fee title to the PremisesReal Property and/or the leasehold estate under any such lease, and to all advances made amendments, extensions, renewals, replacements and modifications of such mortgage or hereafter to be made upon trust deed and/or the security thereof. In the event any proceedings are brought for foreclosureobligation secured thereby, unless such ground lease or ground lessor, or in mortgage, trust deed or Mortgagee, expressly provides or elects that the event Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the exercise Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the power of sale under any mortgage Mortgagee or deed of trust made by Landlord covering ground lessor, as the Premisescase may be, Tenant shall attorn to the purchaser upon at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be subject to any offset, defense, or damages arising out of a default of any obligations of any preceding Landlord This subordination shall be self- operative and no further certificate or instrument of subordination need be required by any such foreclosure Mortgagee or sale ground lessor. Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request provided that, notwithstanding anything to the contrary herein, Tenant's agreement to subordinate its interest hereunder to any current or future mortgagee or lessor shall be subject to Tenant's receipt of a commercially reasonable nondisturbance agreement executed and acknowledged by such mortgagee or lessor in form reasonably acceptable to Tenant providing that so long as an Event of Default has not occurred with respect to Tenant, such Mortgagee or ground lessor shall rant Tenant nondisturbance and recognize such purchaser as Landlord Tenant's rights under this Lease. Provided Tenant has subordinated its Lease as herein provided, and so long as Tenant is not in default hereunder, Landlord agrees to obtain such a nondisturbance agreement from the existing Mortgagee within thirty (30) days of the execution of this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderboth parties.

Subordination, Nondisturbance and Attornment. Within fifteen (15a) days This Lease and the rights of request by Landlord, Tenant will in writing hereunder are subject and subordinate its rights hereunder to any ground or underlying lease and the lien of the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any and all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations, and replacements thereof. Upon execution of this Lease, as a pre-condition to Landlord's execution and delivery of this Lease, Tenant shall execute the Subordination, Attornment and Non-Disturbance Agreement in favor of Landlord's lender having a first lien on the Premises attached as Exhibit S. (b) Tenant agrees that any ground or underlying lessor or lender may at its option, unilaterally elect to subordinate in whole or in part, such ground or underlying lease or the lien of such mortgage or deed of trust to any bankthis Lease. With at least ten (10) days' prior notice by Landlord Tenant agrees to execute, insurance company or other lending institution, now or hereafter in force against the Premisesacknowledge, and deliver to Landlord upon demand any and all advances made instruments required by Landlord or hereafter any such ground or underlying lessor or lender evidencing the subordination, attornment or priority of this Lease, as the case may be, provided such instrument contains the standard non-disturbance and attornment provisions acknowledging Tenant's interest in this Lease customarily provided by such lessor or lender. Tenant's failure to so execute, acknowledge, and deliver such instruments within ten (10) days after written request therefor shall constitute an Event of Default hereunder. (c) Tenant agrees that this Lease and the rights of Tenant hereunder shall be made subject and subordinate to any agreement(s) placed upon the security thereofProperty and the real property owned by Landlord and adjacent to the Property and any amendments, additions or supplements thereto, which provides for reciprocal easements and/or covenants, conditions and restrictions pertaining to the common areas located on the Property and the adjacent real property, which agreements shall not materially interfere with Tenant's rights and use of the Premises under this Lease or with Tenant's access to the Premises (collectively "REA"). In If a conflict between any such REA and this Lease occurs, the event any proceedings are brought for foreclosure, or provisions of the REA shall prevail provided that the REA is recorded in the event Official Records of the exercise County of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser San Mateo and is binding upon any such foreclosure or sale and recognize such purchaser adjacent real property as Landlord under this Lease. Provided Tenant has subordinated its Lease well as herein provided, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof in the event of any such foreclosure. Attached hereto as Exhibit ”G” is a form Subordination, Nondisturbance and Attornment Agreement. Tenant agrees, upon Landlord’s request, to executed a Subordination, Nondisturbance, and Attornment Agreement in substantial form to the document shown as Exhibit “G”. In addition, Tenant shall agree to any reasonable modification to said Subordination, Nondisturbance, and Attornment Agreement requested by any institutional mortgage holder which encumbers Landlord’s interest in the Center, provided such modification does not materially diminish Tenants rights hereunderProperty.