Common use of Subordination to Mortgage Clause in Contracts

Subordination to Mortgage. This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. This Provided Landlord delivers to Tenant a non-disturbance agreement, which states in pertinent part that Tenant's tenancy shall not be disturbed and this Lease shall be remain in full force and effect, Tenant agrees that this Lease is subject and subordinate to any mortgage or deed of trust which may now or hereafter encumber the Building, Premises and to all renewals, modifications, consolidations, replacements, replacements and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee Tenant shall, at LessorLandlord's request, execute promptly any appropriate certificate or instrument evidencing such subordination that Lessor Landlord may request. Lessee Tenant hereby makes, constitutes and appoints Lessor the LesseeLandlord as Tenant's agent and attorney-in-fact to execute any such certificate or instrument for and on behalf of LesseeTenant, which power is coupled with an interest in favor of Landlord; provided, however, such appointment by Tenant shall only be exercised by Landlord in the event Tenant fails to execute such certificate or instrument within seven (7) days after request therefor by Landlord. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee Tenant will, upon request of any person or party succeeding to the interest of Lessor Landlord as a result of such enforcement, automatically attorn to and become the Lessee Tenant of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by any such successor in interest, Lessee Tenant shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. a) This Lease is and shall be subject and subordinate to any mortgage or ground lease, mortgage, deed of trust which may or other lien created by Landlord, whether presently existing or hereafter encumber arising upon all or any portion of the Building, Property and to all any renewals, modifications, consolidations, replacements, refinancing and extensions thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any ground lease, mortgage, deed of trust or other lien now existing or hereafter placed upon all or any portion of the Property, and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the holder of such ground lease, mortgage, deed of trust or other lien as Landlord may request.^ Landlord will use its best efforts to obtain a subordination and non-disturbance agreement from Landlord and its lender which contain shall be in the form attached as Exhibit "H". b) Tenant agrees that it shall from time to time within fifteen (15) days after request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that: SpanishRiver.Manchester.September 22, 1997.ajm Initials: ----- ----- Page 16 (Tenant) (Landlord) (i) This Lease is unmodified and in full force and effect or stating any modifications thereto; (ii) Stating the dates of which rent and other charges payable under this Lease have been paid; (iii) Stating that Landlord is not in default hereunder (or which are included in if Tenant alleges a separate agreement) provisions to default stating the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation nature of such subordination, however, Lessee alleged default); and (iv) Further stating such other matters as Landlord or its mortgagee(s) shall reasonably require. Tenant shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In in the event of the enforcement by the trustee sale or the beneficiary under assignment of Landlord's interest in all or any such mortgage or deed of trust portion of the remedies provided for by law Property or by such mortgage or deed of trust, Lessee will, upon request in the event of any person proceedings brought for the foreclosure of, or party succeeding in the event of the exercise of the power of sale under, or transfer in lieu of foreclosure of any mortgage, or other lien made by Landlord covering the Premises, attorn to the interest of Lessor purchaser and recognize such purchaser as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of Landlord under this Lease; provided, however, Lease and Tenant agrees that such successor in interest purchaser shall not be bound liable for any prior act, omission or default by (a) Landlord or subject to any payment of rent offset or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for hereindefenses Tenant may have against Landlord.

Subordination to Mortgage. This Lease shall be is subject and subordinate to any mortgage or ground lease, mortgage, deed of trust trust, lien or security agreement which may now or hereafter encumber this Lease, the BuildingBuilding and/or Land, and to all renewals, modifications, consolidations, replacements, and extensions thereof; provided, which contain (or which are included in a separate agreement) provisions to the effect however, that if there should be a foreclosure or sale Tenant’s rights under power under such mortgage or deed of trust, Lessee this Lease shall not be made a party defendant theretoaffected by the termination or foreclosure of any such ground lease, nor shall such foreclosure mortgage, deed of trust or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall other security instrument if Tenant is not be in default hereunder and so long as Tenant shall pay the rent and observe and perform all of its obligations to be observed and performed by it under this Lease. This clause shall be self-operative and no further instrument of subordination need be by required by any mortgagee. In in confirmation of such subordination, however, Lessee Tenant shall, at Lessor's Landlord’s request, execute promptly any certificate or instrument evidencing such subordination that Lessor Landlord may request. Lessee Tenant hereby constitutes and appoints Lessor Landlord the Lessee's Tenant’s attorney-in-fact to execute any such certificate or instrument for and on behalf of LesseeTenant. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee Tenant will, upon request of any person or party succeeding to the interest of Lessor Landlord as a result of such enforcement, automatically become the Lessee Tenant of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be he bound by (a) any payment of rent or additional rent for more than one (1) month in advance, advance except prepayments in the nature of security for the performance by Lessee Tenant of its obligations under this Lease, Lease and excess payments of operating expenses or (b) any amendment or modification of this Lease lease made without the written consent of such trustee or such beneficiary or such successor in interest, provided Tenant has been notified of the name and address of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for hereinfor.

Subordination to Mortgage. This Lease shall be subject and subordinate Lessee hereby subordinates this lease to any mortgage or deed of trust which may now or hereafter encumber the Building, Building and/or the Land and to all renewals, modifications, consolidations, replacements, replacements and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the mortgagee, trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this the Lease; provided, however, that such successor in interest shall not be (i) liable for any act or omission of any prior lessor, (ii) subject to any offsets or defenses which Lessee may have against any prior lessor, (iii) bound by (a) any payment of rent or additional rent for more than one (1) month in advance, advance except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (biv) bound by any amendment or modification of this Lease made without after such successor in interest acquires its interest in this Lease, unless such amendment or modification is made with the written consent of such mortgagee, trustee or such beneficiary or such successor in interest. Upon request by such beneficiary or such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment herein provided for herein.for. Notwithstanding anything contained in this Lease to the contrary, in the event of any default by Lessor in performing its covenants or obligations hereunder which would give Lessee the right to terminate this Lease, Lessee shall not exercise such right unless and until (i) Lessee 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 holder(s) of any mortgage or deed of trust encumbering the Building and/or the Land who had theretofore notified Lessee in writing of its interest and the address to which notices are to be sent, and (ii) said holder(s) fails to cure or cause to be cured said default within thirty (30) days from the giving of such notice by Lessee. The provisions of Paragraph 17 of

Subordination to Mortgage. This Lease is and shall be subject and subordinate to any mortgage or mortgage, deed of trust which may or other lien created by Landlord, whether presently existing or hereafter encumber arising upon the BuildingPremises, or upon the Project and to all any renewals, modifications, consolidations, replacements, refinancing and extensions thereof, which contain (but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or which are included other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or the Project as a separate agreement) provisions whole or any part thereof and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the effect that if there should be a foreclosure or sale under power under holder of any such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor liens as Landlord may request. Lessee In addition, all leases of portions of the Building will be subordinate to any lender(s)' mortgage. In the event that Tenant shall fail to execute any subordination or other agreement required by this paragraph, promptly as requested, Tenant hereby irrevocably constitutes and appoints Lessor the Lessee's Landlord as its attorney-in-fact to execute any such certificate or instrument for in Tenant's name, place and on behalf of Lesseestead, it being agreed that such power is one coupled with an interest. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, Tenant agrees that it will from time to time upon request of any person by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, howeverif there have been modifications, that such successor the same is in interest shall full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not be bound by in default hereunder (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in if Tenant alleges a default stating the nature of security for the performance by Lessee of such alleged default) and further stating such other matters as Landlord or its obligations under this Lease, or (bmortgagee(s) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for hereinreasonably requires.

Subordination to Mortgage. This Lease shall be subject and subordinate at all times to the lien of any existing and/or future mortgages and trust deeds on the Leased Premises. Although no instrument or act on the part of the Tenant shall be necessary to effectuate such subordination the Tenant will, execute and deliver such further instruments subordinating this Lease to the lien of any such mortgages or trust deeds as may be desired by the mortgagee or holder of such trust deeds. The Tenant hereby appoints the Landlord as his attorney in fact, irrevocably, to execute and deliver any such instrument for the Tenant. Tenant further agrees at any time and from time to time upon not less than ten (10) days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord an estoppel affidavit in form acceptable to Landlord and the holder of any existing mortgage or deed of trust which encumbering the Leased Premises. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (1) that this Lease is in full force and effect, without modification except as may hereafter encumber be represented by Landlord; (2) that there are no uncured defaults in Landlord's performance; and (3) that not more than one (1) month's rent has been paid in advance. Further, upon request, Tenant shall supply to Landlord a corporate resolution certifying that the Buildingparty signing this statement on behalf of Tenant is properly authorized to do so, if Tenant is a corporation. Tenant agrees with Lender, Owner and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect Landlord that if there should be is a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust and pursuant to such foreclosure, the Public Trustee or other appropriate officer executes and delivers a deed to the lender or its designee to the Leased Premises, or in the event Owner conveys the Leased Premises to the lender or its designee in lieu of foreclosure, Tenant will attorn to such grantee of the remedies provided for Leased Premises, rather than to Landlord, to perform all of Tenant's obligations under the Lease, and neither Lender nor Tenant shall have the right to terminate the Lease by law or by such mortgage reason of the foreclosure or deed given in lieu thereof. Landlord shall deliver to Tenant at the time of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as execution hereof a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute reasonable Attornment and deliver an instrument or instruments confirming the attornment provided for hereinNon Disturbance Agreement.

Subordination to Mortgage. This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative selfoperative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1l) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. This Lease Agreement shall be subject and subordinate at all times to the lien of any existing mortgages and trust deeds and mortgages and trust deeds which hereafter may be made a lien on the leased premises. Although no instrument or act on the part of Tenant 1 shall be necessary to effectuate such subordination, Tenant 1 will, nevertheless, execute and deliver such further instruments subordinating this Agreement to the lien of any such mortgages or trust deeds as may be desired by the mortgagee or holder of such trust deeds. Tenant 1 hereby appoints the Landlord as his attorney in fact, irrevocably, to execute and deliver any such instrument for Tenant 1. Tenant 1 further agrees at any time and from time to time upon not less than ten days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Agreement is unmodified and is in full force and effect (or if there have been modifications, that the lease is in force and effect as modified, and stating the modifications); that there have been no defaults thereunder by Landlord or Tenant 1 (or if there have been defaults, setting forth the nature thereof), and the date to which the rent and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this requirement may be relied upon by any prospective lender or by any prospective purchaser of all or any portion of Landlord's interest therein, or by the holder of any existing mortgage or deed of trust which may hereafter encumber encumbering the Building, and leased premises. Tenant 1 failure to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under deliver such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall statement within such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause time shall be self-operative conclusive upon Tenant 1 (1) that this Agreement is in full force and effect, without modification except as may be represented by Landlord; (2) that there are no further instrument of subordination need be required by any mortgageeuncured defaults in Landlord's performance; and (3) that not more than one month's rent has been paid in advance. In confirmation of such subordinationFurther, however, Lessee shall, at Lessor's upon request, execute promptly any certificate or instrument evidencing such subordination Tenant 1 shall supply to Landlord a corporate resolution certifying that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and party signing this statement on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trustTenant 1 is properly authorized to do so, Lessee will, upon request of any person or party succeeding to the interest of Lessor as if Tenant 1 is a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for hereincorporation.

Subordination to Mortgage. This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee Tenant shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb LesseeTenant's possession under this Lease, provided always Lessee Tenant shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, Tenant shall at LessorLandlord's request, execute promptly any certificate or instrument evidencing such subordination that Lessor Landlord may reasonably request. Lessee Tenant hereby constitutes and appoints Lessor Landlord the LesseeTenant's attorney-in-fact to execute any such certificate or instrument for and on behalf of LesseeTenant. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee Tenant will, upon request of any person or party succeeding to the interest of Lessor Landlord as a result of such enforcement, automatically become the Lessee Tenant of such successor in successor-in-interest without change in the terms or of other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in successor-in-interest, Lessee Tenant shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. 11. This Lease shall be is subject and subordinate to any first lien mortgage or deed of trust which may now or hereafter encumber the Building, Building of which the Leased Premises form a part and to all renewals, modifications, consolidations, replacements, replacements and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, shall at Lessor's request, request execute promptly any appropriate certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Leasesuch lease; provided, however, that such successor in interest shall not be bound by (ai) any payment of rent or additional rent for more than one (1) month in advance, advance except prepayments pre-payments in the nature of security for the performance by Lessee of its obligations under this Lease, or (bii) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment herein provided for herein.for. ESTOPPEL CERTIFICATE or THIRD PARTY AGREEMENT 12. At Lessor's request Lessee will execute either an Estoppel Certificate addressed to Lessor's mortgagee or a three-party agreement among Lessor, Lessee and said mortgagee certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee may reasonably require in connection with Lessor's financing. NAME CHANGES

Subordination to Mortgage. This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto. Lessor shall be liable to Lessee only for Lessees actual, nor shall such foreclosure direct, but not consequential damages for any breach by Lessor or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Leaseits obligations hereunder. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments prepayment in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. This Lease shall be is subject and ------------------------- subordinate to any mortgage or deed of trust which that may now or hereafter encumber the BuildingComplex, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgageemortgagee or beneficiary; provided that any such mortgagee or beneficiary may elect to make this Lease superior to such mortgage or deed of trust by written instrument delivered to Tenant. In confirmation of such subordination, however, Lessee Tenant shall, at Lessorwithin five (5) days after Landlord's request, execute promptly any certificate or instrument evidencing such subordination that Lessor Landlord or its lender may request. Lessee Tenant hereby constitutes and appoints Lessor the LesseeLandlord as Tenant's attorney-in-fact to execute any such certificate or instrument for and on behalf of LesseeTenant. In the event of the enforcement by the trustee mortgagee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee Tenant will, upon request at the option of any person or party succeeding to the interest of Lessor Landlord as a result of such enforcement, attorn to and automatically become the Lessee Tenant of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments advance rental payments expressly provided for in the nature of security for the performance by Lessee of its obligations under this Lease, or ; (b) any amendment or modification of this Lease made without the written consent of such trustee mortgagee or such beneficiary or such successor in interest; (c) liable for any act or omission of Landlord; or (d) subject to any offset or defense arising prior to the date such successor in interest acquired title to the Building. Upon request by such successor in interestany mortgagee or beneficiary, Lessee Tenant shall execute and deliver an instrument or instruments confirming the attornment provided for herein.

Subordination to Mortgage. This (a) Tenant agrees that this Lease shall be is subject and subordinate to any mortgage or deed of trust all ground leases, to all underlying leases and to all mortgages which may now or hereafter affect or encumber all or any portion of the Building, Building and to all renewals, modifications, consolidations, replacements, replacements and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgageemortgagee or lessor. In confirmation of such subordination, however, Lessee shall, at Lessor's request, Tenant shall execute promptly (and, in any event, within ten (10) days of request therefor) any certificate or instrument evidencing such subordination that Lessor Landlord may request. Lessee Tenant hereby constitutes and appoints Lessor the LesseeLandlord as Tenant's attorney-in-fact fact, which appointment constitutes a power coupled with an interest to execute any such certificate or instrument certificates for and on behalf of Lessee. Tenant. (b) In the event of the enforcement by the trustee or the beneficiary under foreclosure of any such mortgage or deed the termination of trust of the remedies provided for by law or by any such mortgage or deed of trustlease, Lessee willTenant shall, upon request of any person or party succeeding to the interest of Lessor Landlord as a result of such enforcement, foreclosure or termination automatically become the Lessee Tenant of such successor in interest without change in the terms or other provisions of this Lease; such lease, provided, however, that such successor in interest shall not be (i) liable for any act or omission of any prior Landlord. (ii) subject to any offsets or defenses which Tenant may have against any prior Landlord, (iii) bound by (a) any payment of rent or additional rent for more than one the current month, (1iv) month in advance, except prepayments in the nature of security for the performance bound by Lessee of its obligations under this Lease, any obligation to make any payment to Tenant; or (bv) bound by any amendment or modification of this Lease made without the written consent of such trustee mortgagee or such beneficiary lessor or such successor in interest. Upon request by such successor in interest, Lessee Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for hereinfor.

Subordination to Mortgage. This Lease Agreement shall be subject and subordinate at all times to the lien of any existing mortgages and trust deeds and mortgages and trust deeds which hereafter may be made a lien on the leased premises. Although no instrument or act on the part of Tenant 1 shall be necessary to effectuate such subordination Tenant 1 will, nevertheless, execute and deliver such further instruments subordinating this Agreement to the lien of any such mortgages or trust deeds as may be desired by the mortgagee or holder of such trust deeds. Tenant 1 hereby appoints the Landlord as his attorney in fact, irrevocably, to execute and deliver any such instrument for Tenant 1. Tenant 1 further agrees at any time and from time to time upon not less than ten days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Agreement is unmodified and is in full force and effect (or if there have been modifications, that the lease is in force and effect as modified, and stating the modifications); that there have been no defaults thereunder by Landlord or Tenant 1 (or if there have been defaults, setting forth the nature thereof), and the date to which the rent and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this requirement may be relied upon by any prospective lender or by any prospective purchaser of all or any portion of Landlord's interest therein, or by the holder of any existing mortgage or deed of trust which may hereafter encumber encumbering the Building, and leased premises. Tenant 1 failure to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or sale under power under deliver such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall statement within such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause time shall be self-operative conclusive upon Tenant 1 (1) that this Agreement is in full force and effect, without modification except as may be represented by Landlord; (2) that there are no further instrument of subordination need be required by any mortgageeuncured defaults in Landlord's performance; and (3) that not more than one month's rent has been paid in advance. In confirmation of such subordinationFurther, however, Lessee shall, at Lessor's upon request, execute promptly any certificate or instrument evidencing such subordination Tenant 1 shall supply to Landlord a corporate resolution certifying that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and party signing this statement on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trustTenant 1 is properly authorized to do so, Lessee will, upon request of any person or party succeeding to the interest of Lessor as if Tenant 1 is a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for hereincorporation.

Subordination to Mortgage. a) This Lease is and shall be subject and subordinate to any mortgage or ground lease, mortgage, deed of trust which may or other lien created by Landlord, whether presently existing or hereafter encumber arising upon all or any portion of the Building, Property and to all any renewals, modifications, consolidations, replacements, refinancing and extensions thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any ground lease, which contain (mortgage, deed of trust or which are included in a separate agreement) provisions other lien now existing or hereafter placed upon all or any portion of the Property, and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the effect that if there should be a foreclosure or sale under power under holder of such mortgage or ground lease, mortgage, deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure trust or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor other lien as Landlord may request. Lessee Tenant hereby irrevocably constitutes and appoints Lessor the Lessee's Landlord as its attorney-in-fact to execute such instruments in Tenant's name, place and stead, it being agreed that such power is once coupled with an interest. b) Tenant agrees that it shall from time to time within fifteen (15) days after request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that: (i) This Lease is unmodified and in full force and effect or stating any modifications thereto; (ii) Stating the dates of which rent and other charges payable under this Lease have been paid; (iii) Stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such certificate alleged default); and (iv) Further stating such other matters as Landlord or instrument for and on behalf of Lesseeits mortgagee(s) shall reasonably require. In Tenant shall, in the event of the enforcement by the trustee sale or the beneficiary under assignment of Landlord's interest in all or any such mortgage or deed of trust portion of the remedies provided for by law Property or by such mortgage or deed of trust, Lessee will, upon request in the event of any person proceedings brought for the foreclosure of, or party succeeding in the event of the exercise of the power of sale under, or transfer in lieu of foreclosure of any mortgage, or other lien made by Landlord covering the Premises, attorn to the interest of Lessor purchaser and recognize such purchaser as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of Landlord under this Lease; provided, however, Lease and Tenant agrees that such successor in interest purchaser shall not be bound liable for any prior act, omission or default by (a) Landlord or subject to any payment of rent offset or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or instruments confirming the attornment provided for hereindefenses Tenant may have against Landlord.

Subordination to Mortgage. This Lessee hereby subordinates this Lease shall be subject and subordinate all rights of Lessee hereunder to the lien of any mortgage or deed of trust which may or any ground lease now or hereafter encumber placed against the BuildingPremises, and to all renewals, modifications, consolidations, replacementssubstitutions and extensions thereof and all modifications and amendments thereto, and extensions thereof, which contain (or which all such liens and ground leases are included in a separate agreement) provisions superior to the effect that if there should be a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact prior to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest subordination shall not be bound by effective with respect to mortgages, deeds of trust or ground leases hereafter placed against the Premises unless the holders or ground lessors thereof agree not to disturb Lessee's possession of the Premises for so long as Lessee complies with Lessee's obligations under this Lease within any applicable notice and cure periods. Lessee agrees to execute the Subordination, Attornment and Nondisturbance Agreement (the "SNDA") attached hereto as Exhibit E. Lessee further agrees to execute for any subsequent lienholder of the Building a subordination and attornment agreement with terms substantially the same as those contained in Exhibit E. If, within sixty (60) days after the date of this Lease, Lessor shall not have obtained execution of (a) any payment of rent or additional rent for more than one the Nondisturbance Agreement attached to this Lease by the lessor under the Master Lease (1) month in advancehereinafter defined), except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or and (b) any amendment or modification of the SNDA by the lienholder identified therein, then Lessee shall have the right to terminate this Lease made without upon written notice to Lessor that must be received by Lessor before the written consent earlier to occur of (i) the date that is ten (10) days after the expiration of such trustee or sixty (60)-day period, and (ii) the date that Lessee receives a copy of such beneficiary or such successor in interest. Upon request Nondisturbance Agreement that has been signed by such successor in interest, Lessee shall execute the lessor under the Master Lease and deliver an instrument or instruments confirming the attornment provided for hereinSNDA that has been signed by the lienholder identified therein.

Subordination to Mortgage. This Lease shall be subject and subordinate at all times to the lien of any existing and/or future mortgages and trust deeds on the Leased Premises. Although no instrument or act on the part of the Tenant shall be necessary to effectuate such subordination the Tenant will, execute and deliver such further instruments subordinating this Lease to the lien of any such mortgages or trust deeds as may be desired by the mortgagee or holder of such trust deeds. The Tenant hereby appoints the Landlord as his attorney in fact, irrevocably, to execute and deliver any such instrument for the Tenant. Tenant further agrees at any time and from time to time upon not less than ten (10) days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord an estoppel affidavit in form acceptable to Landlord and the holder of any existing mortgage or deed of trust which encumbering the Leased Premises. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (1) that this Lease is in full force and effect, without modification except as may hereafter encumber be represented by Landlord; (2) that there are no uncured defaults in Landlord's performance; and (3) that not more than one (1) month's rent has been paid in advance. Further, upon request, Tenant shall supply to Landlord a corporate resolution certifying that the Buildingparty signing this statement on behalf of Tenant is properly authorized to do so, if Tenant is a corporation. Tenant agrees with Lender, Owner and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect Landlord that if there should be is a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust and pursuant to such foreclosure, the Public Trustee or other appropriate officer executes and delivers a deed to the lender or its designee to the Leased Premises, or in the event Owner conveys the Leased Premises to the lender or its designee in lieu of foreclosure, Tenant will attorn to such grantee of the remedies provided for Leased Premises, rather than to Landlord, to perform all of Tenant's obligations under the Lease, and neither Lender nor Tenant shall have the right to terminate the Lease by law or by such mortgage reason of the foreclosure or deed given in lieu thereof. Landlord shall deliver to Tenant at the time of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as execution hereof a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute reasonable Attornment and deliver an instrument or instruments confirming the attornment provided for hereinNon-Disturbance Agreement.

Subordination to Mortgage. This Lease shall be subject and subordinate at all times to the lien of any existing and/or future mortgages and trust deeds on the Leased Premises. Although no instrument or act on the part of the Tenant shall be necessary to effectuate such subordination the Tenant will, execute and deliver such further instruments subordinating this Lease to the lien of any such mortgages or trust deeds as may be desired by the mortgagee or holder of such trust deeds. The Tenant hereby appoints the Landlord as his attorney in fact, irrevocably, to execute and deliver any such instrument for the Tenant. Tenant further agrees at any time and from time to time upon not less than ten (10) days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord an estoppel affidavit in form acceptable to Landlord and the holder of any existing mortgage or deed of trust which encumbering the Leased Premises. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (1) that this Lease is in full force and effect, without modification except as may hereafter encumber be represented by Landlord; (2) that there are no uncured defaults in Landlord's performance; and (3) that not more than one (1) month's rent has been paid in advance. Further, upon request, Tenant shall supply to Landlord a corporate resolution certifying that the Buildingparty signing this statement on behalf of Tenant is properly authorized to do so, if Tenant is a corporation. Tenant agrees with Lender, Owner and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain (or which are included in a separate agreement) provisions to the effect Landlord that if there should be is a foreclosure or sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee shall not be in default under this Lease. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall, at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust and pursuant to such foreclosure, the Public Trustee or other appropriate officer executes and delivers a deed to the lender or its designee to the Leased Premises, or in the event Owner conveys the Leased Premises to the lender or its designee in lieu of foreclosure, Tenant will attorn to such grantee of the remedies provided for Leased Premises, rather than to Landlord, to perform all of Tenant's obligations under the Lease, and neither Lender nor Tenant shall have the no right to terminate the Lease by law or by such mortgage reason of the foreclosure or deed given in lieu thereof. Landlord shall deliver to Tenant at the time of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as execution hereof a result of such enforcement, automatically become the Lessee of such successor in interest without change in the terms or other provisions of this Lease; provided, however, that such successor in interest shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Lessee shall execute reasonable Attornment and deliver an instrument or instruments confirming the attornment provided for hereinNon-Disturbance Agreement.