Common use of Subordination; Nondisturbance Clause in Contracts

Subordination; Nondisturbance. Section 18.01 This Lease is and shall be subject and subordinate to any ground, overriding, or underlying leases and the rights of the landlords under such leases and to all mortgages which may now or hereafter affect such leases or the Building Project, and to all renewals, modifications, consolidations, replacements, and extensions of such leases and mortgages. This section shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and shall be in form and substance reasonably acceptable to Tenant and such Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to Tenant.

Subordination; Nondisturbance. Section 18.01 This A. Tenant covenants and agrees with Landlord that this Lease Agreement is and shall be subject and subordinate to any groundmortgage, overridingdeed of trust, or underlying leases and the rights of the landlords under such leases and to all mortgages ground lease and/or security agreement which may now or hereafter affect such leases encumber the Leased Premises or the Building Projectany interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements, replacements and extensions of such leases and mortgagesthereof. This section clause shall be self-operative and no further instrument of subordination shall need be necessaryrequired by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. However, in In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may reasonably request. The failure In the event of Tenant to execute the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such certificate within ten (10) Business Days following written demand ground lease, mortgage, deed of trust or security agreement of the remedies provided for by Laws or by such ground lease, mortgage, deed of trust or security agreement, Tenant, upon request of the ground lessor or any person or party succeeding to the interest of Landlord shall constitute as a material default under result of such enforcement, will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease. If Lease Agreement; provided, however, that the obligations of such ground lessor or successor in interest shall be as set forth in a subordination, nondisturbance and attornment agreement delivered pursuant to Section 24.C or 24.D below and in no event shall such ground lessor or successor in interest be (a) bound by any ground or underlying lease is terminated, or any mortgage foreclosed, payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease shall not terminate Agreement, unless received by such ground lessor or be terminable successor, (b) bound by Tenant any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord unless Tenant was specifically named such ground lessor or successor in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaidinterest, or if after acquiring succeeding to the interest of Landlord under this Lease is transferred Agreement, shall fail to cure any default by reason Landlord within the time periods set forth in this section, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, unless such ground lessor or successor in interest, after acquiring succeeding to the interest of Landlord under this Lease Agreement, shall fail to cure any default by Landlord within the time periods set forth in this section, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or assigned successor in lieu of foreclosure interest, whether before or other proceedings for after the enforcement of any mortgageits remedies, Tenant shall execute and deliver an instrument or if instruments confirming and evidencing the holder attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any mortgage acquires a lease default by Landlord in substitution therefor, performing its covenants or if obligations hereunder which would give Tenant the right to terminate this Lease is terminated by termination Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of any lease or by foreclosure such default (which notice shall specify the exact nature of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and shall be in form and substance reasonably acceptable to Tenant and such Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to Tenant.said

Subordination; Nondisturbance. Section 18.01 This Lease is and shall be and remain, as applicable, subject and subordinate to any ground, overriding, all ground or underlying leases and the rights of the landlords under such leases and to all mortgages any Mortgage(s) which may now or hereafter affect such leases or the Building Project, Land and to all renewals, modifications, consolidations, replacements, replacements and extensions of such leases and mortgagesthereof. This section subordination shall be self-operative and no further instrument of subordination shall be necessary. Howeveroperative; however, in confirmation of such subordinationthereof, Tenant tenant shall execute promptly any certificate that and deliver to Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days after Landlord's request any instrument that does not contradict the terms of this Lease that Landlord or any Mortgage may request confirming such subordination. If tenant fails to timely execute and deliver any such instrument within said time period, then tenant shall pay to Landlord as additional rent, within five (5) days after demand therefore, (i) the sum of $100 for each day beyond the tenth day after request for such instrument until the instrument is duly executed by tenant and delivered to Landlord, and (ii) all amounts actually and reasonably incurred by Landlord in connection with such delay, including, without limitation, attorney's fees. Notwithstanding the foregoing, before any foreclosure sale under a Mortgage, or any deed in lieu thereof, the Mortgage shall have the right to subordinate the Mortgage to this Lease, and, in the event of a foreclosure, or any deed in lieu thereof, this Lease may continue in full force and effect and tenant shall attorn to and recognize as its Landlord the purchaser of Landlord's interest under this Lease. Tenant shall, upon the request of a Mortgagee or purchaser at foreclosure, or any deed in lieu thereof, execute, acknowledge and deliver any installment that does not contradict the terms of this Lease that has for its purposes and effect the subordination of the date lien of the Lease. Landlord represents any Mortgagee to this Lease or Tenant's attornment to such Purchaser; provided however, that said Mortgagee or purchaser recognizes this Lease and warrants thattenant's rights, to the best of its knowledge, so long as it is not in default under its loan with Wxxxxxx Bankhereunder, N.A. (“Lender”) which is secured by a lien on to possess the Building ProjectPremises, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a perform and assume the obligations and liabilities of the Landlord hereunder and provides to tenant an acceptable nondisturbance agreement as set forth herein. Notwithstanding the above provisions: (a) the applicable Mortgagee or successor-in-interest to Landlord shall execute and deliver to tenant, as promptly as commercially reasonable after tenant's request, an executed non-disturbance agreement executed in a recordable form acceptable to Mortgagee, agreeing that such Mortgagee, purchaser in a foreclosure (or by the Landlord under any grounddeed in lieu thereof) or other successor-in-interest shall recognize tenant's (and its permitted designees', overridingassignees', or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s sublesees') rights under this lease are subordinate to such leaseLease; and (b) in addition, mortgage or deed of trust as promptly as commercially possible following tenant's request, Landlord shall use disturbance agreement recognizing Tenant's (and shall be in form and substance reasonably acceptable to Tenant and such Landlordits designees', mortgagee or beneficiaryassignees', and sublesees') rights under this Lease from each Mortgagee now or at any time hereafter encumbering the agreement attached as Exhibit F shall be deemed acceptable to TenantBuilding.

Subordination; Nondisturbance. Section 18.01 This Lease is and shall be all rights of Tenant hereunder are subject and subordinate to any ground, overriding, deed of trust. mortgage or underlying leases other instrument of security which does now or may hereafter cover the Premises and the rights Land or any interest of the landlords under such leases and to all mortgages which may now or hereafter affect such leases or the Building ProjectLandlord therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements, replacements and extensions of any of such leases and mortgagesdeed of trust, mortgage or instrument of security. This section shall provision is hereby declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of required to effect such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms subordination of this Lease. If Tenant shall, however, upon demand at any ground time or underlying lease is terminatedtimes execute, acknowledge and deliver to Landlord any and all instruments and certificates that, in the judgement of Landlord, may be necessary or proper to confirm or evidence such subordination. However, notwithstanding the generality of the foregoing provisions of this Section, Tenant agrees that any such mortgagee shall have the right at any time to subordinate any such deed of trust, mortgage or other instrument of security to this Lease on such terms and subject to such conditions as such mortgage may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Landlord's mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such deed of trust, mortgage or other instrument of security, or sale of the Premises pursuant to any such deed of trust, mortgage foreclosedor other instrument of security or voluntary sale, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in to attorn to the purchaser upon any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated such sale and to recognize and attorn to such purchaser as aforesaid, or if the interest of Landlord under this Lease is transferred by reason Lease. The agreement of Tenant to attorn upon demand of Landlord's mortgagee contained in the immediately preceding sentence shall survive any such foreclosure sale or assigned trustee's sale. Tenant hereby agrees to execute, acknowledge and deliver to Landlord's mortgagee any and all instruments and certificates that Landlord's mortgagee may request in lieu order to confirm or evidence such attornment. In the event that Landlord hereafter grants or enters into any deed of foreclosure trust, mortgage or other proceedings for enforcement instrument of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing security secured by the landlord under Premises or any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In additionportion thereof, Landlord shall obtain make its good faith best efforts to cause such nondisturbance agreement(s) lienholder to recognize Tenant's interest hereunder and agree to refrain from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb disturbing Tenant’s 's possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and shall be in form and substance reasonably acceptable to Tenant and such Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to TenantLease.

Subordination; Nondisturbance. Section 18.01 18.01. This Lease is and shall be subject and subordinate to any ground, overriding, or underlying leases and the rights of the landlords under such leases and to all mortgages which may now or hereafter affect such leases or the Building Project, and to all renewals, modifications, consolidations, replacements, and extensions of such leases and mortgages. This section shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and shall be in form and substance reasonably acceptable to Tenant and such Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to Tenant.

Subordination; Nondisturbance. Section 18.01 This A. Tenant covenants and agrees with Landlord that this Lease Agreement is and shall be subject and subordinate to any groundmortgage, overridingdeed of trust, or underlying leases and the rights of the landlords under such leases and to all mortgages ground lease and/or security agreement which may now or hereafter affect such leases encumber the Leased Premises or the Building Projectany interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements, replacements and extensions of such leases and mortgagesthereof. This section clause shall be self-operative and no further instrument of subordination shall need be necessaryrequired by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. However, in In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may reasonably request. The failure In the event of Tenant to execute the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such certificate within ten (10) Business Days following written demand ground lease, mortgage, deed of trust or security agreement of the remedies provided for by Laws or by such ground lease, mortgage, deed of trust or security agreement, Tenant, upon request of the ground lessor or any person or party succeeding to the interest of Landlord shall constitute as a material default under result of such enforcement, will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease. If Lease Agreement; provided, however, that the obligations of such ground lessor or successor in interest shall be as set forth in a subordination, nondisturbance and attornment agreement delivered pursuant to Section 24.C or 24.D below and in no event shall such ground lessor or successor in interest be (a) bound by any ground or underlying lease is terminated, or any mortgage foreclosed, payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease shall not terminate Agreement, unless received by such ground lessor or be terminable successor, (b) bound by Tenant any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord unless Tenant was specifically named such ground lessor or successor in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaidinterest, or if after acquiring succeeding to the interest of Landlord under this Lease is transferred Agreement, shall fail to cure any default by reason Landlord within the time periods set forth in this section, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, unless such ground lessor or successor in interest, after acquiring succeeding to the interest of Landlord under this Lease Agreement, shall fail to cure any default by Landlord within the time periods set forth in this section, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or assigned successor in lieu of foreclosure interest, whether before or other proceedings for after the enforcement of any mortgageits remedies, Tenant shall execute and deliver an instrument or if instruments confirming and evidencing the holder attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground lease and the holder(s) of any such mortgage acquires or deed of trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to cure or cause to be cured said default within thirty (30) days from the receipt of such notice from Tenant. B. Notwithstanding anything to the contrary set forth above, any beneficiary under any deed of trust may at any time subordinate its deed of trust to this Lease Agreement in whole or in part, without any need to obtain Tenant’s consent, by execution of a lease written document subordinating such deed of trust to the Lease Agreement to the extent set forth in substitution thereforsuch document and thereupon the Lease Agreement shall be deemed prior to such deed of trust to the extent set forth in such document without regard to their respective dates of execution, or delivery and/or recording. In that event, to the extent set forth in such document, such deed of trust shall have the same rights with respect to this Lease Agreement as would have existed if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenantsAgreement had been executed, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchasera memorandum thereof, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, recorded prior to the best of its knowledgeexecution, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, delivery and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary recording of the deed of trust which is superior in title trust. C. It shall be a condition precedent to Tenant’s obligation to subordinate this Lease whereby Agreement to any current or future lien, encumbrance, easement, deed of trust or ground lease of any ground lessor or mortgagee that such Landlordground lessor or mortgagee enter into a subordination, mortgagee or beneficiary agrees not to disturb Tenant’s possession non-disturbance and quiet enjoyment attornment agreement in a reasonable and customary form with Tenant which includes and recognizes the terms of the Premises this Lease Agreement and provides that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, this Lease Agreement shall not be terminated nor shall the rights or remedies of Tenant hereunder or its use or occupancy of the Leased Premises be disturbed or interfered with or otherwise affected in any manner as a result of any breach of or default under the terms mortgage; (b) all condemnation awards and proceeds of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and insurance shall be applied in form and substance the manner reasonably acceptable to Tenant and such ground lessor or mortgagee and (c) neither such holder nor any other holder of such mortgage shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease Agreement be terminated (except as permitted by the provisions of this Lease Agreement) or otherwise affected by foreclosure or enforcement of, any rights given to any holder of said mortgage pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such holder or otherwise given to any holder as a matter of law or equity. D. Prior to the Commencement Date, Landlord, Tenant and any existing mortgagee or beneficiaryground lessor of the Leased Premises shall enter into a reasonable and customary subordination, non-disturbance and attornment agreement consistent with the agreement attached as Exhibit F shall be deemed acceptable to Tenantterms of this Section 24, including, without limitation, provisions for the application of casualty and condemnation awards.

Subordination; Nondisturbance. Section 18.01 (a) This Lease is and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to any ground, overriding, all ground or underlying leases and the rights of the landlords under such leases and to all mortgages which may now or hereafter affect such leases existing and all renewals, modifications, consolidations, replacements and extensions thereof, and to the lien of any mortgages or deeds of trust or any other lien now or hereafter existing against the Building ProjectProject or any part thereof, and/or any said ground lease or any part or parts thereof, and to all renewals, modifications, consolidations, replacements, replacements and extensions of such leases thereof and mortgages. This section shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminatedall advances made, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option hereafter to be exercised made, upon the security thereof; provided, however, that the foregoing subordination in writing by the landlord under respect of any ground or underlying lease or any mortgage or deed of trust placed on the Project after the date hereof shall not become effective until and unless such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord lessor or the purchaser, assignee, holder of such mortgage or tenant for the remainder deed of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same trust delivers to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by (a "Non-Disturbance Agreement") which provides that if Tenant is not then in default under, or in breach of any provision of, this Lease, such lessor or holder of such mortgage or deed of trust will not disturb Tenant's right of occupancy of the Landlord under Premises in the event of a foreclosure of any ground, overriding, such mortgage or deed of trust or a termination of such ground or underlying lease (a Non- Disturbance Agreement may also include Tenant's agreement to attorn as set forth below and any mortgagee will contain such other provisions as such lessor or beneficiary holder of the such mortgage or deed of trust which is superior shall require in title connection therewith). Although the subordination in the immediately preceding sentence shall be self-operating, Tenant, or its successors in interest, shall, upon Landlord's request, execute and deliver upon demand any and all Non-Disturbance Agreements delivered to Tenant subordinating this Lease whereby to such Landlordlease, mortgage, deed of trust or other lien. Tenant also agrees that any lessor, mortgagee or beneficiary agrees not trustee may elect (which election shall be revocable) to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of have this Lease beyond superior to any applicable grace lease or cure period. The non-disturbance agreement lien of its mortgage or deed of trust and, in the event of such election and upon notification by such lessor, mortgagee or trustee to Tenant to that effect, this Lease shall include a confirmation that Tenant’s rights under this lease are subordinate be deemed superior to such the said lease, mortgage or deed of trust and trust, whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or deed of trust. Although the subordination in the immediately preceding sentence shall be self-operating, Tenant, or its successors in form interest, shall, upon Landlord's request, execute and substance deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably acceptable requested by Landlord, any such lease, mortgage, deed of trust or other lien to this Lease. If Tenant fails to execute and deliver to Landlord any Non- Disturbance Agreement or any such subordination instrument delivered to Tenant and for Tenant's execution within ten (10) days after Tenant's receipt of the same, (I) such failure shall constitute an Event of Default hereunder until such time as it has been delivered to Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F (2) Tenant shall be deemed acceptable to have agreed to all of the terms and provisions of such Non-Disturbance Agreement or such subordination instrument, and (3) Tenant shall thereafter be estopped from disclaiming any of the obligations, benefits and burdens set forth therein including, without limitation, (i) the subordination of this Lease to any deed of trust, mortgage, ground lease or similar instruments, (ii) any non- disturbance rights provided to Tenant therein, and (iii) any attornment agreements of Tenant set forth therein. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant, coupled with an interest, to execute all such Non-Disturbance Agreements and subordination instruments in the event Tenant fails to execute said instruments within ten (10) days after Tenant's receipt of the same. (b) Landlord shall obtain a Non-Disturbance Agreement from the beneficiary under the deed of trust that now covers the Building. Upon the delivery to Tenant of multiple originals of a Non-Disturbance Agreement executed by such beneficiary and the other party or parties thereto (other than Tenant), Tenant shall, within ten (10) days after Tenant's receipt of the same, execute each of the same and return all but one of such originals to Landlord at Landlord's address for notices set forth in Section 1.1 of the Summary.

Subordination; Nondisturbance. Section 18.01 This Lease is Lease, and all rights of Tenant hereunder, are and shall be be, upon the election of the holder thereof, subject and subordinate to any groundall mortgages, overridingtrust deeds and other financing and security instruments (“Mortgages”), or underlying leases and the rights of the landlords under such leases and to all mortgages which that may now or hereafter affect such leases or the Building ProjectPremises, and to all renewals, modifications, consolidations, replacements, replacements and extensions of any such leases Mortgages, provided, that so long as Tenant pays all rents and mortgagesother charges as specified in this Lease and is not otherwise in default (beyond applicable notice and cure periods) of any of its obligations and covenants pursuant to this Lease, neither such mortgagee, nor any successors in interest of such mortgagee, or any purchaser of the Building upon a foreclosure of the Mortgage, shall disturb Tenant’s possession of the Premises during the Term or any Renewal Term of this Lease, by reason of a foreclosure (for purposes of this Lease, a “foreclosure” shall include, but not be limited to, a sheriffs or trustee’s sale under the power of sale contained in the Mortgage, the termination of any superior lease of the Building and any other transfer of the Landlord’s interest in the Building under peril of foreclosure, including, without limitation to the generality of the foregoing, an assignment or sale in lieu of foreclosure). This section Section shall be self-operative self operative, and no further instrument of subordination shall be necessary. Howeverrequired to effect a subordination hereunder; provided, however, that in confirmation of such subordinationsubordination Tenant shall promptly execute, acknowledge or deliver any instrument that Landlord or any such mortgagee may reasonably request to evidence such subordination so long as such instrument also (i) provides that the Lease shall not be terminated so long as Lessee is not in default under this Lease, and (ii) recognizes all of Lessee’s rights hereunder. Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate document within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Leasebusiness days after receipt thereof. If Tenant fails to execute, acknowledge or deliver any ground or underlying lease is terminatedsuch instruments within the five (5) days after notice of such failure to execute within the required time period, or Landlord may declare an Event of Default hereunder. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest such instruments for and on behalf of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant willTenant, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on TenantLandlord’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Leasesole election. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that Tenant’s rights under this lease are subordinate to such lease, mortgage or deed of trust and shall be in form and substance reasonably acceptable to Tenant and such Landlord, mortgagee or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to Tenant.

Subordination; Nondisturbance. Section 18.01 This Lease is and shall be subject and subordinate to any ground, overriding, mortgage or underlying leases and trust deed ("Encumbrance") now existing against the rights of the landlords under such leases and to all mortgages which may now Premises or hereafter affect such leases or the Building Project, and to all any renewals, modifications, consolidations, replacements, and extensions of such leases and mortgagesor consolidations thereof. This section Lease shall also be self-operative subject and no further instrument of subordination shall be necessary. However, in confirmation of such subordination, Tenant shall execute promptly subordinate to any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under Encumbrance placed on the terms Premises after the date of this Lease. If Lease given to secure a loan made by a lender to Landlord, and to any ground renewals, replacements, extensions or underlying lease is terminatedconsolidations thereof, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if provided that the holder of any mortgage acquires a lease in substitution therefor, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised Encumbrance shall agree in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance agreement executed by the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises that so long as Tenant is not in default under the terms of this Lease beyond any applicable grace or cure period. The non-disturbance agreement shall include a confirmation that period and agrees to attorn to the such holder, Tenant’s 's rights under this lease are subordinate to such lease, mortgage or deed of trust Lease shall not be disturbed and shall remain in full force and effect for the Term of the Lease, unless the Lease is otherwise terminated pursuant to its terms. In the event the holder of the Encumbrance or the purchaser at a foreclosure sale ("Successor Landlord") succeeds to the interest of Landlord under the Lease, such Successor Landlord shall not be bound by (i) any payment of rent or other charges for more than one month in form advance, except the Prepaid Rent and substance reasonably acceptable free rent, if any, specified in this Lease; (ii) any amendment, modification, or termination of the Lease without Successor Landlord's consent after the Successor Landlord's name is given to Tenant unless the amendment, modification, or termination is specifically authorized by the original Lease and does not require Landlord's prior agreement or consent, or (iii) any liability for any act or omission of Landlord or any other prior landlord (but such Successor Landlord will be liable for all obligations accruing under the Lease after the date of the transfer). Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in a form requested by Landlord, mortgagee any additional documents evidencing the priority or beneficiary, and the agreement attached as Exhibit F shall be deemed acceptable to Tenantsubordination of this Lease.

Subordination; Nondisturbance. (a) Subject to the non-disturbance rights of Tenant set forth in Section 18.01 This 22.1(b) below, this Lease is is, and all of the terms, provisions, covenants, conditions and Tenant’s rights hereunder are, and shall be at all times remain and continue to be, subject and subordinate to any ground, overriding, or underlying leases and the rights of the landlords under such leases and in all respects to all mortgages or deeds of trust which may now or hereafter affect such leases or the Building Project, and to all renewals, modifications, consolidations, replacements, and extensions of such leases and mortgages. This section shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. The failure of Tenant to execute any such certificate within ten (10) Business Days following written demand by Landlord shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease portion of the Property. (b) The subordination provisions of Section 22.1(a) shall not terminate or only be terminable by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or effective if the holder of any such mortgage acquires or deed of trust shall have executed and delivered a lease in substitution thereforsubordination, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or such purchaser, assignee, or tenant, as the case may be (i) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if said landlord or such purchaser, assignee, or tenant were the landlord originally named in this Lease; or (ii) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Term and otherwise on the same terms, conditions, and Rents as provided in this Lease. Section 18.02 Notwithstanding the foregoing, Tenant’s subordination and attornment to any future mortgages, ground leases or encumbrances shall be conditioned upon its receipt of reasonable and binding nondisturbance agreements protecting Tenant’s tenancy as long as Tenant is not in default of its obligations under the Lease. In addition, Landlord shall obtain such nondisturbance agreement(s) from any and all current mortgagees or ground landlords and provide same to Tenant within fifteen (15) days of the date of the Lease. Landlord represents and warrants that, to the best of its knowledge, it is not in default under its loan with Wxxxxxx Bank, N.A. (“Lender”) which is secured by a lien on the Building Project, and the mortgage loan permits Landlord to lease the Premises to Tenant as contemplated by this Lease subject to Lender’s consent, which consent has been obtained. Section 18.03 Landlord agrees to provide Tenant with a non-disturbance and attornment agreement executed by (an “SNDA”), in recordable form, reasonably acceptable to Tenant, substantially to the Landlord under any ground, overriding, or underlying lease and any mortgagee or beneficiary of the deed of trust which is superior in title to this Lease whereby such Landlord, mortgagee or beneficiary agrees not to disturb Tenant’s possession and quiet enjoyment of the Premises effect that so long as Tenant is not in default under the terms of this Lease hereunder beyond any applicable grace notice and cure periods, if any, (i) this Lease will not be terminated or cure period. The non-disturbance agreement cut off nor shall include a confirmation that Tenant’s possession hereunder be disturbed by enforcement of any rights under this lease are subordinate given to such lease, holder of such mortgage or deed of trust and shall be in form and substance reasonably acceptable pursuant to Tenant and such Landlord, mortgagee mortgage or beneficiarydeed of trust, and this Lease shall continue in full force and effect as if it were a direct lease between Lender and Tenant, and (ii) such holder of such mortgage or deed of trust shall recognize Tenant as the tenant under this Lease. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by such holder of such mortgage or deed of trust to evidence such subordination and nondisturbance, provided the same is consistent with the terms of this Lease. Landlord shall reimburse Tenant for all costs and expenses incurred by Tenant in connection with the execution of any such subordination and nondisturbance agreement attached as Exhibit F shall be deemed acceptable or any estoppel pursuant to Tenantthis Section.