Common use of Subordination or Superiority Clause in Contracts

Subordination or Superiority. (a) This Lease is subject and subordinate to the lien of any deed of trust, mortgage or mortgages now placed upon Landlord’s interest in the Real Estate. Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any deed of trust, mortgage or mortgages hereafter placed upon Landlord’s interest in the Leased Premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgage. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. If the mortgagee or trustee named in any first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Tenant under the Lease and not disturb Tenant’s use and occupancy of the Leased Premises if and so long as no Event of Default of Tenant has occurred (a) This which agreement may, at such mortgagee’s option, require attornment by Tenant), then all or a portion of the rights and interests of Tenant under this Lease is shall be subject and subordinate to such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any such mortgagee or trustee may elect that, instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Tenant under this Lease shall have priority over the lien of any deed of trust, its mortgage or mortgages now placed upon Landlord’s interest trust deed. Tenant agrees that it will, within ten (10) days after demand in the Real Estate. Landlord shall use good faith efforts writing, execute and deliver whatever instruments may be reasonably required, either to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the date of make this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to Lease subject and subordinate this to such a mortgage or trust deed, or to give the Lease at all times to priority over the lien of any deed of trust, the mortgage or mortgages hereafter placed upon Landlord’s interest trust deed, whichever alternative may be elected by the mortgagee or trustee. Failure of Tenant to execute and deliver such instrument(s) shall constitute an Event of Default hereunder and, in the Leased Premises; providedaddition to all rights and remedies available to Landlord under this Lease or otherwise at law or in equity by reason of such Event of Default, howeverTenant shall be liable for all loss, that no default cost or damage suffered or incurred by Landlord (including, but without limitation, all actual and consequential damages suffered or incurred by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder ) by reason of such deed failure of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgageTenant. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. (a) This Lease is subject and subordinate to the lien of any deed of trust, mortgage or mortgages now placed upon Landlord’s 's interest in the Real Estate. Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before Estate and the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonableLeased Premises. In the event the holder thereof so desires, Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from shall execute any document necessary to subordinate the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration lien of such six (6) month period deed of trust, mortgage or mortgages to this Lease and this Lease shall thereafter be superior to such lien, until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered the Landlord shall request Tenant to Tenantsubordinate the Lease thereto. (b) Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any deed of trust, mortgage or mortgages hereafter placed upon Landlord’s 's interest in the Leased Premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s 's rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a any commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination subordination. If Tenant, within thirty (30) days after submission of such instrument, fails to execute same, Landlord is substantially in the form attached hereby authorized to execute same as Exhibit D. attorney-in-fact for Tenant. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected its leasehold estate diminished in any material respect by any default under such mortgage. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s 's interest in the Leased Premises upon notice of such mortgagee’s 's name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. (a) This Lease is The rights and interest of Sublessee under this Sublease shall be subject and subordinate to any mortgage or trust deed now existing or that hereafter may be placed upon the Sublet Premises, Sublessee specifically agreeing that mortgages and deeds of trust may be subsequently executed and delivered by Sublessor, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, if the mortgagee or trustee named in said mortgages or trust deeds shall elect to subject and subordinate the rights and interest of Sublessee under this Sublease to the lien of any its mortgage or deed of trust and shall agree to recognize this Sublease of Sublessee in the event of foreclosure if Sublessee is not in default. Any mortgagee or trustee may elect to give the rights and interest of Sublessee under this Sublease priority over the lien of its mortgage or deed of trust, mortgage or mortgages now placed upon Landlord’s interest in the Real Estate. Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from of either such election and upon notification by such mortgagee or trustee to Sublessee to that effect, the rights and interest of Sublessee under this Sublease shall be deemed to be subordinate to, or to have priority over, as the case may be, the lien of said mortgage or trust deed, whether this Sublease is dated prior to or subsequent to the date of this Leasesaid mortgage or trust deed. Sublessee shall execute and deliver whatever instruments may be required by Sublessor, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to subject and subordinate this Lease at all times to the lien or any mortgagee or beneficiary of any trust deed of trustencumbering or to encumber the Sublet Premises, mortgage or mortgages hereafter placed upon Landlord’s interest for such purposes, and in the Leased Premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, event Sublessee fails so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement do within ten (10) days after demand in writing, which shall be delivered Sublessee does hereby make, constitute and irrevocably appoint Sublessor as its attorney in fact and in its name, place and stead so to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgagedo. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. (a) This Lease is subject and subordinate to the lien of any deed of trust, mortgage or mortgages now placed upon Landlord’s Xxxxxxxx's interest in the Real Estate. Upon request from Tenant, Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing Landlord’s lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any deed of trust, mortgage or mortgages hereafter placed upon Landlord’s 's interest in the Leased Premises; provided, however, that no default by LandlordXxxxxxxx, under any deed of trust, mortgage or mortgages, shall affect Tenant’s 's rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Upon request from Landlord, within fifteen (15) days after the request by Landlord, Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. subordination. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgage. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s 's interest in the Leased Premises upon notice of such mortgagee’s 's name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. If the mortgagee or trustee named in any mortgage or trust deed hereafter made shall agree that, if it becomes the owner of the Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Tenant under the Lease and not disturb Tenant's use and occupancy of the Leased Premises if and so long as no Event of Default of Tenant has occurred (a) This which agreement may, at such mortgagee's option, require attornment by Tenant), then this Lease is and all of the rights, title and interests of Tenant under this Lease shall be subject and subordinate to the lien of any deed of trust, such mortgage or mortgages now placed upon Landlord’s trust deed and to any and all advances to be made or permitted thereunder, and to all interest accruing thereon, and all renewals, replacements, modifications, consolidations and extensions thereof. Notwithstanding the foregoing, in the Real Estate. event that Landlord shall use intends to enter into mortgage financing with an institutional fee mortgagee (the "Institutional Mortgagee"), and such Institutional Mortgagee requires that this Lease be subordinated to its mortgage, and, after a good faith efforts effort by Landlord (which shall be deemed to obtain be complied with by Landlord requesting in writing), the Institutional Mortgagee is unwilling to enter into a commercially reasonable non-disturbance agreement for with Tenant, then Landlord shall so advise Tenant, and thereafter Tenant may elect: (i) within ten business days written from its existing lenderLandlord of such unwillingness, Deutsche Bankterminate this Lease by giving written notice of such election to Landlord within such ten business day period, in which event the term of this Lease shall be deemed to expire on or before the Rent Commencement Date. The parties agree that last day of the non-disturbance agreement attached hereto month in which the notice shall be given as Exhibit D is commercially reasonable. In if such date were the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the original expiration date of the term as set forth in Section 1.1 above, or (ii) enter into such subordination agreement as required by the Institutional Mortgagee, or failing to do same, then and in such event this LeaseLease and all of the rights, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder title and interests of Tenant under this Lease shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any deed of trust, such mortgage or mortgages hereafter placed upon Landlord’s interest in the Leased Premises; provided, however, that no default by Landlord, under trust deed and to any deed of trust, mortgage and all advances to be made or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunderpermitted thereunder, and Tenant attorns to the holder of such deed of trust or mortgageall interest accruing thereon, its assignee or the purchaser at any foreclosure saleand all renewals, replacements, modifications, consolidations and extensions thereof. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a conditionagrees that it will, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement within ten (10) days after demand in writing, which shall execute and deliver whatever instruments may be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgage. (c) Wherever notice is required to be given make the Lease subject and subordinate to Landlord pursuant such a mortgage or trust deed as provided for under this Section 16.0. If Tenant fails to the terms of this Leaseexecute and deliver any such instrument, Tenant will likewise give such notice does hereby make, constitute and irrevocably appoint Landlord as its attorney in fact, in its name, place and stead so to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have haddo.

Subordination or Superiority. If the mortgagee or trustee named in any first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Tenant under the Lease and not disturb Tenant's use and occupancy of the Leased Premises if and so long as no Event of Default of Tenant has occurred (a) This which agreement may, at such mortgagee's option, require attornment by Tenant), then all or a portion of the rights and interests of Tenant under this Lease is shall be subject and subordinate to such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any such mortgagee or trustee may elect that, instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Tenant under this Lease shall have priority over the lien of any deed of trust, its mortgage or mortgages now placed upon Landlord’s interest trust deed. Tenant agrees that it will, within ten (10) days after demand in the Real Estate. Landlord shall use good faith efforts writing, execute and deliver whatever instruments may be reasonably required, either to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the date of make this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to Lease subject and subordinate this to such a mortgage or trust deed, or to give the Lease at all times to priority over the lien of any deed of trust, the mortgage or mortgages hereafter placed upon Landlord’s interest trust deed, whichever alternative may be elected by the mortgagee or trustee. Failure of Tenant to execute and deliver such instrument(s) shall constitute an Event of Default hereunder and, in the Leased Premises; providedaddition to all rights and remedies available to Landlord under this Lease or otherwise at law or in equity by reason of such Event of Default, howeverTenant shall be liable for all loss, that no default cost or damage suffered or incurred by Landlord (including, but without limitation, all actual and consequential damages suffered or incurred by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder ) by reason of such deed failure of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgageTenant. (c) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.

Subordination or Superiority. The rights of Lessee under this Lease shall be superior to any mortgage or deed of trust (including a consolidated mortgage or deed of trust) constituting a lien on Lessor’s title to the Premises, whether such mortgage or deed of trust has heretofore been, or may hereafter be, executed by Lessor (any such mortgage herein called an “Underlying Encumbrance”). To further assure the foregoing superiority, prior to the Term Commencement Date and as a condition to Lessor’s rights and Lessee’s obligations under this Lease (or any new lease executed pursuant to Section 13.5(k)), Lessor shall either (a) This obtain a release of any and all existing Underlying Encumbrances with respect to the Premises, or (b) obtain an SNDA from each holder of an existing Underlying Encumbrance in form and substance acceptable to Lessee and Lessee’s Mortgagee providing for the unqualified recognition of Lessee’s and Lessee’s Mortgagee’s interests under this Lease (or any new lease executed pursuant to Section 13.5(k)), and each of their respective successors and assigns, in the event of a foreclosure of such holder’s security interest so long as no a Default by Lessee has occurred and is subject continuing hereunder. All future Underlying Encumbrances shall contain clauses acceptable to Lessee and Lessee’s Mortgagee which automatically subordinate the lien of such Underlying Encumbrance not only to the lien of any deed of trust, mortgage or mortgages now placed upon Landlord’s interest in the Real Estate. Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender, Deutsche Bank, on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement from Deutsche Bank within six (6) months from the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenant. (b) Landlord reserves the right to subject and subordinate this Lease at all times but to the lien that of any deed of trust, mortgage or mortgages hereafter placed upon Landlord’s interest in the Leased Premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgage. (c) Wherever notice is required to be given to Landlord new lease executed pursuant to the terms of this Lease, Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have had.to

Subordination or Superiority. (a) This The rights and interest of Tenant under this Lease is are and shall be subject and subordinate to that certain Mortgage, Security Agreement, Assignment of Rents and Fixture Filing dated as of August 22, 2008 in favor of The Private Bank (the lien of any deed of trust“Existing Mortgagee”), mortgage or mortgages now placed upon Landlord’s interest in recorded against the Real EstateLeased Premises, as amended to date (the “Existing Mortgage”), and to all renewals, replacements, and extensions thereof. Landlord shall use good faith commercially reasonable efforts to obtain cause the Existing Mortgagee to execute and deliver to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement for Tenant from its existing lender, Deutsche Bank, on or before (“SNDA”) substantially in the Rent Commencement Date. The parties agree that the non-disturbance agreement form attached hereto as Exhibit D is “C” (or on such other commercially reasonable. In reasonable form as the Existing Mortgagee shall require), provided that Landlord shall have no liability to Tenant in the event it is unable to obtain any such agreement. Tenant has not received a fully executed commercially reasonable shall execute and deliver any such subordination, non-disturbance and attornment agreement from Deutsche Bank within six ten (610) months from the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is executed by Deutsche Bank and delivered to Tenantdays after receipt thereof. (b) Landlord reserves As a condition to any subordination of the right to subject rights and subordinate interest of Tenant under this Lease at all times to the lien of any deed of trust, future mortgage or mortgages hereafter placed upon Landlord’s interest in the Leased Premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant attorns to the holder of such deed of trust or mortgageground lease which may be recorded against the Leased Premises (any of the foregoing a “Future Mortgage”, its assignee and the mortgagee, deed of trust beneficiary or ground lessor, as applicable, the purchaser at any foreclosure sale. Tenant “Future Mortgagee”), and to all renewals, replacements, and extensions thereof, Landlord shall execute a commercially reasonable instrument presented deliver to Tenant for the purpose of effecting such subordination so long as the subordination is execution a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit D. It “C”(or on such other commercially reasonable form as a Future Mortgagee shall require which is a condition, however, reasonably acceptable to the subordination Tenant). Tenant shall execute and lien provisions herein provided, that Landlord shall procure from deliver any such mortgagee an subordination, non-disturbance and attornment agreement in writing, which shall be delivered to Tenant or contained in the aforesaid subordination agreement, providing in substance that so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgagewithin ten (10) days after receipt thereof. (c) Wherever notice is required Any Existing Mortgagee or Future Mortgagee may elect to be given to Landlord pursuant to give the terms rights and interest of Tenant under this Lease, Tenant will likewise give such notice to Lease priority over the Existing Mortgage or any mortgagee of Landlord’s interest in the Leased Premises upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Landlord that Landlord would have hadFuture Mortgage.