Common use of Subordination; Nondisturbance Clause in Contracts

Subordination; Nondisturbance. A. Tenant covenants and agrees with Landlord that this Lease Agreement is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Leased Premises or any interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such 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 as a 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 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 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 Agreement, unless received by such ground lessor or successor, (b) bound by 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 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, (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 successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the 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

Subordination; Nondisturbance. A. (a) This Lease and the rights of Tenant covenants hereunder shall be and agrees with Landlord that this Lease Agreement is are hereby made subject and subordinate to any mortgage, deed of trust, all ground lease and/or security agreement which may or underlying leases now or hereafter encumber the Leased Premises or any interest of Landlord therein, and to any advances made on the security thereof and to any existing and all increases, 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 Project or any part thereof, and/or any said ground lease or any part or parts thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof; provided, however, that the foregoing subordination in 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 lessor or the holder of such mortgage or deed of trust delivers to Tenant a non-disturbance agreement (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 Premises in the event of a foreclosure of any 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 will contain such other provisions as such lessor or holder of such mortgage or deed of trust shall require in connection therewith). This clause Although the subordination in the immediately preceding sentence shall be self-operative operating, Tenant, or its successors in interest, shall, upon Landlord's request, execute and no further instrument of subordination need be required by deliver upon demand any owner or holder of any and all Non-Disturbance Agreements delivered to Tenant subordinating this Lease to such ground lease, mortgage, deed of trust or security agreementother lien. In confirmation Tenant also agrees that any lessor, mortgagee or trustee may elect (which election shall be revocable) to have this Lease superior to any lease or lien of such subordinationits mortgage or deed of trust and, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. In in the event of the enforcement such election and upon notification by the ground such lessor, mortgagee or trustee to Tenant to that effect, this Lease shall be deemed superior to the trusteesaid lease, mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the beneficiary date of said lease, mortgage or deed of trust. Although the secured party under 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 the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, any such ground lease, mortgage, deed of trust or security agreement 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 for Tenant's execution within ten (10) days after Tenant's receipt of the remedies provided for by Laws same, (I) such failure shall constitute an Event of Default hereunder until such time as it has been delivered to Landlord, (2) Tenant shall be deemed to have agreed to all of the terms and provisions of such Non-Disturbance Agreement or by such ground leasesubordination 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, deed ground lease or similar instruments, (ii) any non- disturbance rights provided to Tenant therein, and (iii) any attornment agreements of trust or security agreement, Tenant set forth therein. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant, upon request of the ground lessor or any person or party succeeding to the interest of Landlord as a 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 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 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 Agreement, unless received by such ground lessor or successor, (b) bound by 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 such ground lessor or successor in coupled with an 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, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, unless execute all 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 Non-Disturbance Agreements and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or subordination instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event Tenant fails to execute said instruments within ten (10) days after Tenant's receipt 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 saidsame.

Subordination; Nondisturbance. A. Tenant covenants and agrees with Landlord that this Lease Agreement is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Leased Premises or any interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such 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 as a 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 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 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 Agreement, unless received by such ground lessor or successor, (b) bound by 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 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, (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 successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the 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 saidsaid 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 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.

Subordination; Nondisturbance. A. This Lease, and all rights of Tenant covenants hereunder, are and agrees with Landlord that this Lease Agreement is shall be, upon the election of the holder thereof, subject and subordinate to any mortgageall mortgages, deed of trusttrust deeds and other financing and security instruments (“Mortgages”), ground lease and/or security agreement which that may now or hereafter encumber affect the Leased Premises or any interest of Landlord thereinPremises, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereofof any such Mortgages, provided, that so long as Tenant pays all rents and other 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 clause Section shall be self-operative self operative, and no further instrument of subordination need shall be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such 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 as effect a 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 Agreementsubordination hereunder; provided, however, that the obligations in confirmation of such ground lessor subordination Tenant shall promptly execute, acknowledge or successor 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 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 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 default under this Lease AgreementLease, unless received by such ground lessor or successor, (b) bound by 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 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, (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 (fii) responsible for any monies owing by Landlord to Tenantrecognizes all of Lessee’s rights hereunder. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and such document within ten (10) business days after receipt thereof. If Tenant fails to execute, acknowledge or deliver an instrument or any such instruments confirming and evidencing within the 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 five (a5) Tenant gives written days after notice of such default (which notice shall specify failure to execute within the exact nature required time period, Landlord may declare an Event of saidDefault hereunder. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any such instruments for and on behalf of Tenant, at Landlord’s sole election.

Subordination; Nondisturbance. A. Tenant covenants and agrees with Landlord that this This Lease Agreement is shall be subject and subordinate to any mortgage, mortgage or trust deed of trust, ground lease and/or security agreement which may ("Encumbrance") now or hereafter encumber existing against the Leased Premises or any interest of Landlord thereinProject, and to any advances made renewals, replacements, extensions or consolidations thereof. This Lease shall also be subject and subordinate to any Encumbrance placed on the security thereof Premises after the date of this Lease given to secure a loan made by a lender to Landlord, and to any and all increases, renewals, modificationsreplacements, consolidationsextensions or consolidations thereof, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any owner or provided that the holder of the Encumbrance shall agree in writing that so long as Tenant is not in default under this Lease beyond any applicable cure period and agrees to attorn to the such ground leaseholder, mortgageTenant's rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term of the Lease, deed of trust or security agreement. In confirmation of such subordination, however, at Landlord’s request, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may requestunless the Lease is otherwise terminated pursuant to its terms. In the event the holder of the enforcement by the ground lessor, the trustee, the beneficiary Encumbrance or the secured party under any such 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 purchaser at a foreclosure sale ("Successor Landlord") succeeds to the interest of Landlord as a result of under the Lease, 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 Agreement; provided, however, that the obligations of such ground lessor or successor in interest Successor Landlord shall not 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 (i) any payment of Rent rent or other charges for more than one month in advance advance, except prepayments the Prepaid Rent and free rent, if any, specified in this Lease; (ii) any amendment, modification, or termination of the nature of security for Lease without Successor Landlord's consent after the performance Successor Landlord's name is given to Tenant unless the amendment, modification, or termination is specifically authorized by Tenant of its obligations under this the original Lease Agreementand does not require Landlord's prior agreement or consent, unless received by such ground lessor or successor, (biii) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable liability for any previous act or omission of Landlord or any other prior landlord (but such Successor Landlord will be liable for all obligations accruing under the Landlord unless such ground lessor or successor in interestLease after the date of the transfer). Tenant covenants and agrees to execute and deliver, 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, (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 upon demand by Landlord and (f) responsible for in a form requested by Landlord, any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and additional documents evidencing the attornment herein set forth. Notwithstanding anything contained in priority or subordination of 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 saidLease.

Subordination; Nondisturbance. A. This Lease and all rights of Tenant covenants and agrees with Landlord that this Lease Agreement is hereunder are subject and subordinate to any mortgage, deed of trust, ground lease and/or . mortgage or other instrument of security agreement which may does now or may hereafter encumber cover the Leased Premises and the Land or any interest of Landlord therein, and to any and all advances made on the security thereof thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereofof any of such deed of trust, mortgage or instrument of security. This clause shall provision is hereby declared by Landlord and Tenant to be self-operative and no further instrument of subordination need shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand at any time or times 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 owner time, before or holder after the institution of any proceedings for the foreclosure of any such ground lease, mortgage, deed of trust trust, mortgage or other instrument of security, or sale of the Premises pursuant to any such deed of trust, mortgage or other instrument of security agreementor voluntary sale, to attorn to the purchaser upon any such sale and to recognize and attorn to such purchaser as Landlord under this Lease. In confirmation The agreement of Tenant to attorn upon demand of Landlord's mortgagee contained in the immediately preceding sentence shall survive any such subordinationforeclosure sale or trustee's sale. Tenant hereby agrees to execute, however, at acknowledge and deliver to Landlord’s request, Tenant shall execute promptly 's mortgagee any appropriate certificate and all instruments and certificates that Landlord's mortgagee may request in order to confirm or instrument that Landlord may requestevidence such attornment. In the event that Landlord hereafter grants or enters into any deed of trust, mortgage or instrument of security secured by the Premises or any portion thereof, Landlord shall make its good faith best efforts to cause such lienholder to recognize Tenant's interest hereunder and agree to refrain from disturbing Tenant's possession of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such 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 Premises so long as a result of such enforcement, will automatically become the Tenant of such ground lessor or successor is not in interest without any change in the terms or other provisions of this 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 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 default under this Lease Agreement, unless received by such ground lessor or successor, (b) bound by 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 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, (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 successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the 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 saidLease.

Subordination; Nondisturbance. A. Tenant covenants This Lease is and agrees with Landlord that this Lease Agreement is shall be and remain, as applicable, subject and subordinate to all ground or underlying leases and to any mortgage, deed of trust, ground lease and/or security agreement Mortgage(s) which may now or hereafter encumber affect such leases or the Leased Premises or any interest of Landlord therein, Land and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. This clause subordination shall be self-operative and no further instrument of subordination need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination, operative; however, at Landlord’s requestin confirmation thereof, Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such 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 as a 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 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 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 Agreement, unless received by such ground lessor or successor, (b) bound by 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 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, (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 successor in interest, whether before or after the enforcement of its remedies, Tenant tenant shall execute and deliver an to Landlord within fifteen (15) days after Landlord's request any instrument that does not contradict the terms of this Lease that Landlord or instruments any Mortgage may request confirming such subordination. If tenant fails to timely execute and evidencing 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 attornment herein set forthsum 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 anything contained 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 Agreement to the contraryLease, and, in the event of a foreclosure, or any default by Landlord deed in performing its covenants or obligations hereunder which would give Tenant the right to terminate lieu thereof, this Lease Agreementmay 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, 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 exercise contradict the terms of this Lease that has for its purposes and effect the subordination of the lien of any Mortgagee to this Lease or Tenant's attornment to such right unless Purchaser; provided however, that said Mortgagee or purchaser recognizes this Lease and until tenant's rights, so long as it is not in default hereunder, to possess the Premises, agrees to 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) Tenant gives written notice of 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 in a recordable form acceptable to Mortgagee, agreeing that such default Mortgagee, purchaser in a foreclosure (which notice or by deed in lieu thereof) or other successor-in-interest shall specify recognize tenant's (and its permitted designees', assignees', and sublesees') rights under this Lease; and (b) in addition, as promptly as commercially possible following tenant's request, Landlord shall use disturbance agreement recognizing Tenant's (and its designees', assignees', and sublesees') rights under this Lease from each Mortgagee now or at any time hereafter encumbering the exact nature of saidBuilding.

Subordination; Nondisturbance. A. Tenant covenants Section 18.01. This Lease is and agrees with Landlord that this Lease Agreement is shall be subject and subordinate to any mortgageground, deed overriding, or underlying leases and the rights of trust, ground lease and/or security agreement the landlords under such leases and to all mortgages which may now or hereafter encumber affect such leases or the Leased Premises or any interest of Landlord thereinBuilding Project, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements replacements, and extensions thereofof such leases and mortgages. This clause section shall be self-operative and no further instrument of subordination need shall be required by any owner or holder of any such ground leasenecessary. However, mortgage, deed of trust or security agreement. 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. In the event The failure of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under 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 leaseor underlying lease is terminated, 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 as a result of such enforcementmortgage foreclosed, 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 Agreement; provided, however, that the obligations of such ground lessor shall not terminate 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 payment of Rent for more than one month in advance except prepayments in the nature of security for the performance terminable by Tenant of its obligations under this Lease Agreementunless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, unless received by such ground lessor or successor, (b) bound by 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 such ground lessor or successor in interest, after acquiring succeeding to if the interest of Landlord under this Lease Agreementis transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, shall fail 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 cure which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any default by Landlord within ground or underlying lease or such purchaser, assignee, or tenant, as the time periods set forth 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 sectionLease; or (ii) enter into a new lease with the landlord or the purchaser, (d) subject to any creditassignee, demandor tenant for the remainder of the Term and otherwise on the same terms, claimconditions, 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 and Rents as provided 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 successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the 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 saidLease.

Subordination; Nondisturbance. A. Tenant covenants Section 18.01 This Lease is and agrees with Landlord that this Lease Agreement is shall be subject and subordinate to any mortgageground, deed overriding, or underlying leases and the rights of trust, ground lease and/or security agreement the landlords under such leases and to all mortgages which may now or hereafter encumber affect such leases or the Leased Premises or any interest of Landlord thereinBuilding Project, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements replacements, and extensions thereofof such leases and mortgages. This clause section shall be self-operative and no further instrument of subordination need shall be required by any owner or holder of any such ground leasenecessary. However, mortgage, deed of trust or security agreement. 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. In the event The failure of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under 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 leaseor underlying lease is terminated, 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 as a result of such enforcementmortgage foreclosed, 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 Agreement; provided, however, that the obligations of such ground lessor shall not terminate 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 payment of Rent for more than one month in advance except prepayments in the nature of security for the performance terminable by Tenant of its obligations under this Lease Agreementunless Tenant was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated as aforesaid, unless received by such ground lessor or successor, (b) bound by 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 such ground lessor or successor in interest, after acquiring succeeding to if the interest of Landlord under this Lease Agreementis transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, shall fail 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 cure which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any default by Landlord within ground or underlying lease or such purchaser, assignee, or tenant, as the time periods set forth 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 sectionLease; or (ii) enter into a new lease with the landlord or the purchaser, (d) subject to any creditassignee, demandor tenant for the remainder of the Term and otherwise on the same terms, claimconditions, 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 and Rents as provided 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 successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the 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 saidLease.