Common use of SUBORDINATION TO MORTGAGES Clause in Contracts

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.

SUBORDINATION TO MORTGAGES. 22.1 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord’s interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any part thereof which includes such mortgage or deed of trust or of any other action or proceeding for the Premisesenforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Landlord’s interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of an agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default until such lender has completed foreclosure and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of preventing Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have from terminating this Lease prior to the lien of its Mortgageunless such default remains uncured after foreclosure has been completed, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date any modification of the Mortgage. Tenant agreements, covenants or conditions of this Lease, or both of them, then Xxxxxx agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will to execute and deliver whatever instruments may be such agreement or modification as required for by such purposes. Tenant willlender within ten (10) days after receipt thereof; provided, in however, that no such modification shall affect the event length of the sale Lease Term or assignment of Landlord's interest in increase the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale rent payable by Tenant under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordArticle 3 hereof.

SUBORDINATION TO MORTGAGES. 22.1 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any part thereof which includes such mortgage or deed of trust or of any other action or proceeding for the Premisesenforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Xxxxxxxx's interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of an agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default until such lender has completed foreclosure and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of preventing Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have from terminating this Lease prior to the lien of its Mortgageunless such default remains uncured after foreclosure has been completed, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date any modification of the Mortgage. Tenant agreements, covenants or conditions of this Lease, or both of them, then Xxxxxx agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will to execute and deliver whatever instruments may be such agreement or modification as required for by such purposes. Tenant willlender within ten (10) days after receipt thereof; provided, in however, that no such modification shall affect the event length of the sale Lease Term or assignment of Landlord's interest in increase the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale rent payable by Tenant under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordArticle 3 hereof.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to all ground leases, mortgages and deeds of trust which affect the Leased Premises or any Mortgage now or hereafter placed on or affecting portion thereof and which are of public record as of the BuildingEffective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize the lease be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that shall promptly execute, acknowledge and deliver any Mortgagee may elect and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to have make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the lien land underlying the Leased Premises and/or encumbering the Leased Premises or any portion thereof as security for future loans on such terms as Landlord shall desire, all of its Mortgagewhich future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as there has been no Event of Default by Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such commercially reasonable documents as are reasonably requested by the lender and to provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Landlord shall use reasonable efforts to provide Tenant, within ten (10) days after the Lease Commencement Date, with a Subordination, Nondisturbance and Attornment Agreement substantially in the form attached as Exhibit D hereto from any ground lessor(s), mortgage holder(s) or lien holder(s) (or in such election other form such other party may reasonably require). In addition, during the Lease Term and upon notification by any extensions thereof, Landlord shall use commercially reasonable efforts to provide Tenant with such Mortgagee to Tenant to a Subordination, Nondisturbance and Attornment Agreement from any future ground lessor, mortgage holder or lien holder that effect, may require that this Lease shall be deemed prior in lien subordinated to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's its interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordLeased Premises.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute,, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease is and all of Tenant's rights hereunder are shall be subject and subordinate to the lien of any Mortgage mortgage(s), deed(s) of trust, deeds to secure debt, ground lease(s) other than the Ground Lease, or other lien(s) now or hereafter placed on subsequently arising upon the Premises, the Building or affecting the BuildingProperty, and to all renewals, modifications, replacementsrefinancings, amendments and extensions thereofthereof (collectively referred to as a “Mortgage”). Upon written The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from Landlord or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees shall execute a subordination agreement in favor of the Mortgagee and Tenant in such Mortgagee’s standard form, with such commercially reasonable changes as Tenant may request that are acceptable to Mortgagee for other comparable leases in the Building. As an alternative, any Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. In the event Mortgagee enforces it rights under the Mortgage, Tenant, at Mortgagee’s option, will attorn to Mortgagee or its successor; provided, however, that Mortgagee or its successor shall not be liable for or bound by (i) any payment of any Rent installment which may have been made more than thirty (30) days before the due date of such installment, (ii) any actor omission of or default by Landlord under this Lease (but Mortgagee, or such successor, shall be subject to the continuing obligations of landlord under the Lease arising from and after such succession, but only to the extent of Mortgagee’s, or such successor’s, interest in the Property as provided in Section 17), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the lien or liens of any Mortgage and to any and all advances to be made thereunderBuilding, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in defaultany. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees thatTenant, upon the reasonable request of Landlord by Mortgagee or any Mortgagee named such successor in such Mortgageinterest, it will shall execute and deliver whatever an instrument or instruments may be required for confirming such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordattornment.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidation, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall agree advise landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant’s rights under this Lease and not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant’s rights under this Lease and not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease It is agreed that the rights and all interest of Tenant's rights hereunder are Tenant under this lease shall be: (i) subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage present or future first mortgage and to any and all advances to be made thereunder, and to the interest thereon, upon the demised premises or any property of which the demised premises are a part, if the holder of such mortgage shall elect, by notice to Tenant, to subject and subordinate the rights and interest of Tenant under this lease to the lien of its mortgage; or (ii) prior to the lien of any present or future first mortgage, if the holder of such mortgage shall elect, by notice to Tenant, to give the rights and interest of Tenant under this lease priority to the lien of its mortgage. In the event of any of such elections, and upon notification by the holder of such mortgage to that effect, the rights and interest of Tenant under this lease shall be deemed to be subordinate to, or to have priority over, as the case may be, the lien of said mortgage, irrespective of the time of execution or time of recording of any such mortgage. Tenant agrees that it will, upon request of Landlord, execute, acknowledge and deliver any and all reasonable instruments deemed by Landlord necessary or desirable to evidence or to give notice of such subordination or priority and reasonably acceptable to Tenant. The word “mortgage” as used herein includes mortgages, deeds of trust or other similar instruments and modifications, consolidations, extensions, renewals, replacements and extensions substitutes thereof. Whether the lien of any mortgage upon the demised premises or any property of which the demised premises are a part shall be superior or subordinate to this lease and the lien hereof, provided Tenant agrees that it will, upon request, attorn to the Mortgagee named in a Mortgage shall agree to recognize the lease holder of Tenant such mortgage or anyone claiming under such holder and their respective successors and assigns in the event of foreclosure if Tenant is not in defaultof or similar action taken under such mortgage. Tenant also further agrees that any Mortgagee may elect to have it shall not subordinate its interest in this Lease prior lease to the lien of its Mortgageany junior mortgage, security agreement or lease affecting the demised premises, unless the holder of the first mortgage upon the demised premises or property which includes the demised premises shall consent thereto. Notwithstanding anything to the contrary contained in this Article 9, Tenant shall not be required to subordinate this lease and the lien hereof to the lien of any mortgage unless the holder of such mortgage shall enter into an agreement with Tenant, in a form reasonably acceptable to Tenant, recordable in form, to the effect that in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event similar action taken under, such mortgage, all of the exercise terms and conditions of this lease shall remain in effect and Tenant’s possession of the power of sale demised premises shall not be terminated or disturbed by such mortgage holder or anyone claiming under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee mortgage holder so long as Landlord Tenant shall not be in default under this Lease to lease beyond any applicable cure period. Landlord shall obtain such an agreement from the same extent and effect as present mortgagee of the original LandlordProperty.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Landlord hereby agrees to exercise its best, provided commercially reasonable efforts to have Landlord’s lender enter into an SNDA (as defined below) with Tenant. Notwithstanding the Mortgagee named in foregoing, if requested by Landlord, Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the existing lessor or lender (each, an “SNDA”) to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit C or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of foreclosure trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior to the lien of its MortgageLease, and in so long as the event benefit of such election and upon notification agreement by such Mortgagee lessor or lender is transferable in connection with any transfer permitted under Section 7.2(b) or otherwise permitted by Landlord. Tenant’s failure to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. On or before the Effective Date of this Lease, Landlord shall obtain a subordination and non-disturbance agreement from each existing beneficiary of a deed of trust in the form attached to this Lease as Exhibit C. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit C or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of foreclosure if trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant is not in default. Tenant also agrees that shall promptly execute, acknowledge and deliver any Mortgagee may elect and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to have make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the lien land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of its Mortgagewhich future ground leases, mortgages or deeds of trust shall be subject to and in the event subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such election future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and upon notification deliver to Landlord any and all documents or instruments requested by Landlord or by such Mortgagee lessor or lender to Tenant to that effect, assure the subordination of this Lease shall be deemed prior in lien to the Mortgagesuch future ground lease, whether this Lease is dated prior mortgage or deed of trust, but only if such lessor or lender agrees not to or subsequent to the date disturb Tenant’s quiet possession of the MortgageLeased Premises so long as no Event of Default then exists under this Lease. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will Tenant’s failure to execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize the lease be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that shall promptly execute, acknowledge and deliver any Mortgagee may elect and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to have make this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgagethereto. Tenant agrees that, upon hereby consents to Landlord’s ground leasing the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in land underlying the Building or in the event Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale lessor under any Mortgage covering the Building, attorn such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and recognize subordinate to such purchaser future ground lease, mortgage or Mortgagee deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as Landlord under may be necessary or proper to assure the subordination of this Lease to the same extent and effect as the original Landlord.such future ground lease, mortgage or deed of trust. Landlord Initials W Tenant Initials NH

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on the Property and which are of public record as of the Effective Date of this Lease and which are of public record as of the date Landlord acquires fee title to the Property, or affecting the Buildingwhich my operation of law, have priority over this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof; provided, however, that Landlord, within sixty (60) days following the date it acquires fee title to the Property shall make commercially reasonable efforts to provided Tenant with a Subordination, Nondisturbance and Attornment Agreement from any ground lessors or lenders holding such ground leases, mortgages or deeds of trust. If the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease prior to the lien protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of its Mortgagetrust, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to which do not increase Tenant's monetary obligations hereunder or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlordmaterially increase Tenant's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordnonmonetary obligations hereunder.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of trust provided that such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlorddocuments do not materially increase Tenant's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord obligations under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Subject to Tenant's rights hereunder are receiving a Nondisturbance agreement reasonably acceptable to Tenant, this Lease is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender delivers a non disturbance agreement to Tenant in a Mortgage shall agree form reasonably acceptable to Tenant, agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date, and to all renewals, modifications, replacementsconsolidations, amendments and extensions thereof. Upon thereof However, if the lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all commercially reasonable documents or notice by instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord, concurred in by any Mortgagee of 's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any part thereof which includes Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the Premisessubordination of this Lease to such future ground lease, mortgage or by any person, firm deed of trust; but only if such lessor or corporation intending to become a Mortgagee, Tenant Lender agrees to subordinate its recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant's failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may such subordination agreement within ten (10) days after Landlord's request therefor shall be required for such purposes. a material default by Tenant willunder this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event of the sale or assignment of Landlord's interest in the Building or in the event case of any proceedings brought for other material default by Tenant, including the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn right to and recognize such purchaser or Mortgagee as Landlord under terminate this Lease and xxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant's failure to the same extent so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord shall use commercially reasonable efforts to obtain from its current lender a subordination, nondisturbance and effect as the original Landlordattornment agreement within thirty (30) days after execution of this Lease by Landlord and Tenant.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect Building 2 or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided Landlord shall obtain a Nondisturbance Agreement (as defined below) from its current lender, if applicable, simultaneously with Landlord’s execution and delivery hereof, which Nondisturbance Agreement may be combined with an agreement to effect the Mortgagee named subordination provisions hereof, and which may be on such form as Landlord’s lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying Building 2 or the Property and/or encumbering Landlord’s interest in a Mortgage Building 2 or the Property as security for future loans on such terms as Landlord shall agree desire, all of which future ground leases, mortgages or deeds of trust shall be subject to recognize and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the lease subordination of Tenant this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in such subordination agreement, in recordable form reasonably acceptable to Tenant, not to disturb Tenant’s quiet possession of the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior to beyond the lien of its Mortgageapplicable cure periods, and if any, expressly set forth in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien (a “Nondisturbance Agreement”). Tenant’s failure to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor, if such failure is not cured within five (5) days after Tenant’s receipt of written notice of such failure, shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1 or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event of the sale or assignment of Landlord's interest in the Building or in the event case of any proceedings brought other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the foreclosure oflender, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease subject to the same extent terms and effect as the original Landlordconditions of this Paragraph 13.3.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect Building 4 or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, Building 4 including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit E or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of foreclosure trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying Building 4 or the Property and/or encumbering Building 4 or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in such subordination agreement, in the form attached to this lease as Exhibit E or on another recordable form reasonably acceptable to Tenant, not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior (a “Nondisturbance Agreement”). If the proposed form of Nondisturbance Agreement is on a different form than the form attached as Exhibit E, then Tenant shall not object to any concept included in such other form which is substantially the lien same as a provision set forth in Exhibit E. Landlord shall obtain a Nondisturbance Agreement from its current lender within a reasonable period of its Mortgagetime (not to exceed thirty (30) days) after the execution hereof, which Nondisturbance Agreement shall be combined with an agreement to effect the subordination provisions hereof, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease which shall be deemed prior in lien on the form attached hereto as Exhibit E. Tenant’s failure to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event of the sale or assignment of Landlord's interest in the Building or in the event case of any proceedings brought for the foreclosure ofother material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in the event a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordTenant.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in a Mortgage shall agree writing to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election trust. Landlord agrees to obtain a standard subordination, non-disturbance and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to attornment agreement from the Mortgage, whether this Lease is dated prior to or subsequent to existing lender holding the date deed of trust encumbering the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordProperty.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant in agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the event subordination of foreclosure this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultDefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material Default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event of the sale or assignment of Landlord's interest in the Building or in the event case of any proceedings brought for the foreclosure ofother material Default by Tenant, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to it being agreed and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.understood by Tenant that

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease trust. Landlord shall be deemed prior in lien to request a non-disturbance agreement from the Mortgage, whether this Lease is dated prior to or subsequent to the date holder of the Mortgage. Tenant agrees thatcurrent deed of trust on the Property; provided, upon the request of Landlord or any Mortgagee named in however, that failure to obtain such Mortgage, it will execute and deliver whatever instruments may non-disturbance agreement shall not be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease and shall not entitle Tenant to the same extent and effect as the original Landlordany claim, offset or termination right.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Landlord shall make reasonable efforts to obtain a subordination and non-disturbance agreement from Landlord’s lender at the soonest reasonable date. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Buildings, the Property, or hereafter placed on or affecting the BuildingProject and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord, a subordination agreement in the Mortgagee named form attached to this Lease as Exhibit J-1, with respect to the deed of trust which is of public record as of the Effective Date of this Lease. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Buildings, the Property, or the Project and/or encumbering the Buildings, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to execute a subordination, non-disturbance and attornment agreement in a Mortgage shall agree the form attached to recognize the lease of this Lease as Exhibit J-2, or such other form as any such lessor or lender may reasonably require (an “SNDA”) and acceptable to Tenant in the event of foreclosure if its reasonable discretion (and Tenant is not in default. Tenant also agrees that any Mortgagee may elect concept included in such alternate form which is substantially similar to a concept included in Exhibit J-2, shall be acceptable). Tenant’s failure to execute and deliver such documents or instruments within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Building F and Amenities Building Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Any SNDA executed with respect to a future deed of trust, ground lease, or mortgage (or with respect to an amendment of any existing deed of trust to provide construction financing for the construction of the Leased Premises), must contain a statement that, following any foreclosure of such deed of trust or mortgage, or termination of the ground lease, the holder thereof (for itself and any transferee of its interest in the deed of trust, mortgage, or ground lease, or of such holder’s interest in the Property pursuant to such holder’s exercise of remedies) will be obligated under the Lease prior to do the following to the lien extent not previously done (i) perform the Landlord’s Work, (ii) disburse the Tenant Improvement Allowance and (iii) honor Tenant’s rights of its Mortgage, and offset set forth in the event Section 7 of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien Exhibit C to the Mortgage, whether this Lease is dated prior to or subsequent to (the date of the Mortgage“Required Lender Construction Agreements”). Tenant agrees thatthat the SNDA attached hereto as Exhibit J-2 contains the Required Lender Construction Agreements. If Landlord commences construction of the Landlord’s Work (as evidenced by Landlord’s pulling of a building permit for the same and breaking ground on work for which a mechanic’s lien may be filed) without obtaining an SNDA containing the Required Lender Construction Agreements from the then-current holder of any deed of trust, upon mortgage, or ground lease affecting the request Property, then Tenant may terminate this Lease by written notice to Landlord given within ten (10) days of Landlord Tenant’s knowledge that such construction has commenced. However, for avoidance of doubt, no such SNDA shall be required (and no termination right shall apply) if there is no ground lease, deed of trust, or any Mortgagee named in such Mortgagemortgage encumbering the Property at the time that construction of the Leased Premises commences. Tenant hereby agrees, it will concurrently with Tenant’s execution of this Lease, to execute and deliver whatever instruments may be required for such purposes. Tenant will, to Landlord an SNDA substantially in the event form of Exhibit J-1 attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn same to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordTenant.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are subject and Parking Lot Lease, at Landlord’s option, shall be subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage trust deed or mortgage subsequently placed upon the Parking Premises, and to any and all advances to be made thereunderon the security thereof, and to the interest thereon, and all renewals, replacements modifications, consolidations, replacements, and extensions thereof, provided that Tenant shall have the Mortgagee named in a Mortgage shall agree right to recognize the lease continued quiet enjoyment of Tenant in the event of foreclosure if Parking Premises so long as Tenant is not in default. Tenant also breach or default of its obligations under this Parking Lot Lease, and provided further that this Parking Lot Lease shall only be subordinate to any future mortgage or deed of trust if the holder of such mortgage or deed of trust executes a non-disturbance agreement, reasonably satisfactory to Tenant, by which the holder of such mortgage or deed of trust recognizes Tenant’s rights under this Parking Lot Lease and agrees that any Mortgagee may elect to have so long as Tenant performs its obligations under this Parking Lot Lease prior no foreclosure, deed given in lieu of foreclosure, or sale pursuant to the lien of its Mortgage, and in the event terms of such election and upon notification mortgage or deed of trust, or other steps or procedures taken by such Mortgagee to the holder of this mortgage or deed of trust, shall affect Tenant’s rights under this Parking Lot Lease. If requested by Landlord, Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will promptly execute and deliver whatever instruments may any document reasonably required to effectuate such subordination. Notwithstanding the foregoing, Landlord or such mortgagee or trust deed beneficiary shall have the right to subordinate or cause to be required for such purposes. Tenant will, in the event of the sale subordinated any mortgage or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn trust deed to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordParking Lot Lease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant in agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the event subordination of foreclosure this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure oftrust, or in the event of the exercise of the power of sale under any Mortgage covering the Buildingwhich may include, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordbut shall not be limited to, those provisions listed on Exhibit C attached hereto.

SUBORDINATION TO MORTGAGES. 22.1 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord's interest or estate therein (any part thereof which includes of the Premisesforegoing being a “Superior Interest”), all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any such mortgage or deed of trust or of any other action or proceeding for the enforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Landlord's interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of an agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default until such lender has completed foreclosure and preventing Tenant from terminating this Lease unless such default remains uncured after foreclosure has been completed, or any modification of the agreements, covenants or conditions of this Lease, or both of them, then Xxxxxx agrees to execute and deliver such agreement or modification as required by such lender within ten (10) days after receipt thereof; provided, however, that no such modification shall affect the length of the Lease Term or increase the rent payable by Tenant under Article 3 hereof. Landlord shall request that the holder of any and all advances to be made thereunder, and to Superior Interest created after the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named date of this Lease execute a written “non-disturbance agreement” in a Mortgage shall agree to recognize the lease favor of Tenant in the event of foreclosure providing that if Tenant is not in default. default under this Lease beyond any applicable grace period, such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof; provided that if, in order to obtain such non- 279330373 v2 disturbance agreement Landlord is required to expend any sum, Landlord shall so notify Tenant also agrees that any Mortgagee and Tenant may elect to have this Lease prior pay such sum or to the lien withdraw Xxxxxx's request for such non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith. The failure of its Mortgage, and in the event any such holder of such election and upon notification by such Mortgagee a Superior Interest to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant willa non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the event execution and delivery of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordagreement.

SUBORDINATION TO MORTGAGES. This Lease is subject and subordinate to all underlying ground leases and to all mortgages and deeds of trust which affect the Building and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within twenty (20) days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or as requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the Leased Premises so long as Tenant is not in default under this Lease. Tenant's failure to execute and deliver such subordination agreement within twenty (20) days after Landlord's request therefore (after the passage of an additional five (5) day cure period after written notice to Tenant of such failure) shall be a material default by Tenant under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and sue xxx damages proximately caused thereby, it being agreed and understood by Tenant that Tenant's failure to so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Article may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Building, the Project, or any interest therein. Landlord shall, within ninety (90) days of written request by Tenant following full execution of this Lease, use its best efforts to cause all mortgagees, lenders, and other parties currently holding a security interest affecting the Leased Premises to execute a recognition and non-disturbance agreement which (i) provides that this Lease shall not be terminated so long as Tenant is not in default under this Lease and (ii) recognizes all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordhereunder.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are Sublease is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Sublease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage Head Landlord under the Head Lease or any lender holding any such mortgage or deed of trust shall agree advise Sublandlord that it desires or requires this Sublease to be made prior and superior thereto, then, upon written request of Sublandlord to Subtenant, Subtenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Sublandlord and Head Landlord or such lender deems necessary or desirable to make this Sublease prior thereto. Subtenant hereby consents to Head Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Head Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Sublease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Sublease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Subtenant agrees, within ten (10) days after Sublandlord’s written request therefor, to execute, acknowledge and deliver to Sublandlord and Head Landlord any and all documents or instruments reasonably requested by Sublandlord, Head Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Sublease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Sublandlord’s rights under the lease Head Lease and agrees not to disturb Sublandlord’s quiet possession of Tenant in the event of foreclosure if Tenant Leased Premises so long as Sublandlord is not in defaultdefault under the Head Lease. Tenant also If Head Landlord assigns the Head Lease as security for a loan, Subtenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in this Sublease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust provided that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord documents do not materially increase Subtenant’s obligations under this Lease to the same extent and effect as the original LandlordSublease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Landlord covenants to use its best efforts to obtain non-disturbance agreements from all holders of ground leases, provided mortgages and deeds of trust in effect as of the Mortgagee named date of this Lease, in a Mortgage form reasonably satisfactory to Tenant, within sixty (60) days of the date of this Lease. If Landlord shall agree fail to obtain such non-disturbance agreements within such sixty (60) day period, Tenant shall have thirty (30) days within which to terminate this Lease by written notice to Landlord. Notwithstanding the foregoing, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust provided that such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to documents do not materially increase Tenant’s obligations or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord diminish its rights or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord remedies under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease Leased Premises so long as Tenant is not in default under this Lease. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Notwithstanding anything to contrary herein, (a) concurrently with execution of this Lease, Landlord shall obtain from any lenders or ground lessors of the Leased Premises a written agreement in form reasonably satisfactory to Tenant providing for recognition of Tenant’s interests under this Lease in the event of a foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to of the lien lender’s security interest or termination of its Mortgagethe ground lease, and in (b) the event subordination of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlorda ground lease or instrument of security shall be conditioned upon Tenant’s receipt from any such ground lessors or lenders of such a recognition agreement.

SUBORDINATION TO MORTGAGES. 22.1 Within sixty (60) days after the date of this Lease, Landlord shall obtain from any lenders or ground lessors of the Premises a written agreement in form reasonably satisfactory to Tenant providing for recognition of Xxxxxx's interests under the Lease in the event of a foreclosure of the lender's security interest or termination of the ground lease. This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any part thereof which includes such mortgage or deed of trust or of any other action or proceeding for the Premisesenforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Landlord's interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further commercially reasonable instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Xxxxxxxx. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of a commercially reasonable agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default, then Xxxxxx agrees to execute and to deliver such reasonable agreement as required by such lender within ten (10) business days after receipt thereof. 22.2 Landlord shall request that the holder of any then existing mortgage, ground lease or lien (each, a "Superior Lien") execute a written "recognition and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named non-disturbance agreement" in a Mortgage shall agree to recognize the lease favor of Tenant in the event of foreclosure providing that if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior to the lien of its Mortgagebeyond any applicable grace period, such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Tenant's possession hereunder, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether if this Lease is dated prior by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of any such holder of a Superior Lien to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposesa non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Landlord, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Tenant willFurther, in the event subordination of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlorda future ground lease or future instrument of security shall be conditioned upon Tenant's receipt from any such ground lessors or lenders of such a non-disturbance agreement.

SUBORDINATION TO MORTGAGES. This Tenant agrees that, conditioned upon Landlord obtaining and delivering to Tenant (which delivery shall be made concurrently with the execution of this Lease), with respect to each Mortgage (as defined below), a subordination, non-disturbance and attornment agreement with such terms and on such form reasonably required by any Mortgage Lender of Landlord executed by Landlord and the lender under such Mortgage, and in recordable form, this Lease Agreement and the rights of Tenant will be subordinate to and shall be subordinate to the lien of any mortgage or deed of trust (hereinafter called a “Mortgage”) whether such Mortgage is currently a lien on the Demised Premises or hereafter becomes a lien on the Demised Premises and no further agreements or documents shall be required to render this Lease and all of the Tenant's ’s rights hereunder are subject and subordinate to such Mortgage (unless the lender under a Mortgage requests that this Lease be superior to its Mortgage). Tenant shall execute at Landlord’s request, no more than twice per Lease Year and within twenty (20) days after request therefor, an estoppel ce1iificate addressed to (a) any Mortgage now mortgagee or hereafter placed on prospective mortgagee of Landlord; or affecting (b) any purchaser or prospective purchaser of all or any portion of, or interest in, the BuildingDemised Premises setting forth, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request to Tenant’s knowledge: the date Tenant accepted possession; that Tenant occupies the Demised Premises; the termination date of its Lease; the date which rent has been paid; the amount of monthly rent in effect as of such certification; whether or notice not Tenant has knowledge of any default or breach by Landlord; and that this Lease is in full force and effect except as to modifications or amendments thereto, concurred in by copies of each of which shall be attached to the certificate. Landlord represents and wan-ants to Tenant that, as of the date hereof, (i) the only mortgage, deed of trust, deed to secure debt or other security instrument encumbering all or any Mortgagee portion of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens Land is that Deed of any Mortgage and to any and all advances to be made thereunderTrust in favor of First Bank, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named recorded in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date Book 4631 Page 150 of the Mortgage. Tenant agrees thatBrunswick County, upon the request North Carolina, Register of Landlord Deeds office; and (ii) there are no ground or underlying lease(s) of or affecting all or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event portion of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordLand.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and -------------------------- subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes arising upon the Premises, or upon the Building and/or the Property and to any renewals, modifications; refinancings and extensions thereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. This clause shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or attorning to the holder of any such Mortgage as Landlord may request. If any person shall succeed to all or part of Landlord's interests in the Premises whether by any personpurchase, firm foreclosure, deed in lieu of foreclosure power of sale, termination of lease or corporation intending to become a Mortgageeotherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest. Tenant agrees that it will from time to subordinate its rights time upon request by Landlord and, within five days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or If there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunderhave been paid, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant stating that Landlord is not in default. default hereunder (or if Tenant also agrees that any Mortgagee may elect to have this Lease prior to alleges a default plating the lien of its Mortgage, and in the event nature of such election Alleged default) and upon notification by further stating such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee other matters as Landlord under this Lease to the same extent and effect as the original Landlord.shall reasonably require

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect Building 3 or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit E or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of foreclosure trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying Building 3 or the Property and/or encumbering Building 3 or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in such subordination agreement, in the form attached to this lease as Exhibit E or on another recordable form reasonably acceptable to Tenant, not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior (a “Nondisturbance Agreement”). If the proposed form of Nondisturbance Agreement is on a different form than the form attached as Exhibit E, then Tenant shall not object to any concept included in such other form which is substantially the lien same as a provision set forth in Exhibit E. Landlord shall obtain a Nondisturbance Agreement from its current lender within a reasonable period of its Mortgagetime (not to exceed thirty (30) days) after the execution hereof, which Nondisturbance Agreement shall be combined with an agreement to effect the subordination provisions hereof, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease which shall be deemed prior in lien on the form attached hereto as Exhibit E. Tenant’s failure to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event of the sale or assignment of Landlord's interest in the Building or in the event case of any proceedings brought for the foreclosure ofother material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in the event a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.Tenant. Building 3

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancing and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. This clause shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or attorning to the holder of any such Mortgage as Landlord may request. Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement, a copy of which is attached hereto as Exhibit H. Upon written request or notice by of Landlord, concurred in Tenant will execute the mortgages form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. The terms of this Lease are subject to approval by the Landlord's existing lander(s) and any Mortgagee lender(s) who, at the time of the Building execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any part thereof which includes portion of the PremisesProperty, and such approval is a condition precedent to Landlord's obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required by any person, firm or corporation intending to become a Mortgageethis Article within fifteen (15) days of Landlord's request, Tenant hereby irrevocably constitutes Landlord as its attorney-in-tact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. It any person shall succeed to all or part of Landlord's interests in the Premises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest. Tenant agrees that it will from time to subordinate its rights time upon request by Landlord and, within fifteen (15) days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunderhave been paid, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant stating that Landlord is not in default. default hereunder (or if Tenant also agrees that any Mortgagee may elect to have this Lease prior to alleges a default stating the lien of its Mortgage, and in the event nature of such election alleged default) and upon notification by further stating such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee other matters as Landlord under this Lease to the same extent and effect as the original Landlordshall reasonably require.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect to have this If Landlord assigns the Lease prior to the lien of its Mortgageas security for a loan, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in to execute such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee documents as Landlord under this Lease to the same extent and effect as the original Landlord.are reasonably requested by the

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant, conditioned upon Tenant's rights hereunder are right to receive a non-disturbance, subordination and attornment agreement as provide below, accepts this Lease subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon written request or notice by LandlordLandlord hereby represents that, concurred in by any Mortgagee as of the Building execution date of this Lease, there are no Mortgages encumbering the Building. Tenant agrees upon demand to execute such instruments subordinating this Lease or attorning to the holder of any such Mortgage as Landlord may request, provided that Tenant's obligation to execute such subordination and attornment instruments shall be conditioned upon the applicable Mortgagee's agreement to enter into a non-disturbance, subordination and attornment agreement with Tenant on a customary mortgagee form of agreement, which form may include, without limitation, the requirement of notice to the Mortgagee, additional Time by the Mortgagee to cure defaults by the Landlord and a waiver and release of Mortgagee for defaults of Landlord arising prior to the date the Mortgagee takes title to the Building, Tenant shall be responsible for any fee or review costs (not to exceed $500.00) charged by the Mortgagee in connection with such non-disturbance, subordination and attornment agreement. If any person shall succeed to all or part thereof which includes of Landlord's interests in the PremisesPremises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by any personsuch successor-in-interest, firm or corporation intending Tenant shall, without charge, attorn to become a Mortgageesuch successor-in-interest, Tenant agrees that it will from Time to subordinate its rights time upon request by Landlord and, within five days of the date of such request. execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunderhave been paid, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant stating that Landlord is not in default. default hereunder (or if Tenant also agrees that any Mortgagee may elect to have this Lease prior to alleges a default stating the lien of its Mortgage, and in the event nature of such election alleged default) and upon notification by further stating such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee other matters as Landlord under this Lease to the same extent and effect as the original Landlordshall reasonably require.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of such election trust. Landlord agrees to obtain for Tenant a subordination, non-disturbance agreement and upon notification by such Mortgagee to attornment agreement from the existing lender holding a deed of trust on the Property in substantially the form which Tenant to that effect, this Lease shall be deemed prior executed in lien to connection with the Mortgage, whether this Lease is dated prior to or subsequent to the date financing of the Mortgage. Tenant agrees thatProperty on February 22, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord2001.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided on or about the Mortgagee named Effective Date of this Lease, Landlord, Tenant, and Landlord’s Lender will enter into a subordination agreement in the form attached to this Lease as Exhibit G. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to execute an a Mortgage shall agree subordination, non-disturbance and attornment agreement in the form attached to recognize the lease of this Lease as Exhibit G or such other form as any such lessor or lender may reasonably require (an “SNDA”) and acceptable to Tenant in the event of foreclosure if its reasonable discretion (and Tenant is not in default. Tenant also agrees that any Mortgagee may elect concept included in such alternate form which is substantially similar to have this Lease prior to the lien of its Mortgage, and a concept included in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease Exhibit G shall be deemed prior in lien acceptable). Tenant’s failure to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such purposesdocuments or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Tenant willhereby agrees, concurrently with Tenant’s execution of this Lease, to execute and deliver to Landlord an SNDA substantially in the event form of Exhibit G attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn same to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordTenant.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then; upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Subject to the terms of this Paragraph 13.3, this Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust (each, a “Mortgage”) which affect the Leased Premises or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within five (5) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments reasonably requested by Landlord or by the existing 110015197v.8 lessor or lender under any Mortgage (each, a “Mortgagee”) and reasonably acceptable to Tenant to assure the subordination of this Lease to such Mortgage. However, if a Mortgagee named in a Mortgage shall agree advise Landlord that it requires this Lease to recognize be made prior and superior to its Mortgage, then, promptly following written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all reasonable documents or instruments which Landlord and such Mortgagee reasonably deems necessary to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the lease land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future Mortgages shall be subject to and subordinate to this Lease. However, if any current or future Mortgagee shall require that this Lease be made subject to and subordinate to such future Mortgage, then Tenant in agrees, within five (5) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments reasonably requested by Landlord or by such Mortgagee necessary for the event subordination of foreclosure this Lease to such future Mortgage, but only if such Mortgagee first or simultaneously enters into an SNDA (as defined below) and agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease beyond all applicable notice and cure periods expressly set forth in this Lease. If Tenant also shall fail to execute and deliver such documents or instruments within five (5) business days after Landlord’s request therefor, Landlord shall provide Tenant with a second written request which request shall contain, in bold, capital letters, the following: “THIS NOTICE CONSTITUTES LANDLORD’S SECOND NOTICE OF ITS DEMAND PURSUANT TO PARAGRAPH 13.3 OF THE LEASE; TENANT’S FAILURE TO RESPOND TO THIS NOTICE WITH THE EXECUTED DOCUMENTS OR INSTRUMENTS WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN AN EVENT OF DEFAULT UNDER THE LEASE.” If Tenant fails to respond to such second notice with the requested documents executed by Tenant within five (5) business days of receipt, such failure shall constitute an Event of Default, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other Event of Default. If Landlord assigns this Lease as security for a loan, Tenant agrees that to execute such commercially reasonable documents as are reasonably requested by the lender and reasonably acceptable to Tenant and to provide reasonable provisions in this Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust, but only if such lender first or simultaneously enters into an SNDA and agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default under this Lease beyond all applicable notice and cure periods expressly set forth in this Lease. Notwithstanding anything to the contrary contained herein, the effectiveness of this Lease is conditioned upon Tenant’s receipt within thirty (30) days after the Effective Date of this Lease, of a commercially reasonable subordination nondisturbance and attornment agreement (“SNDA”) from any Mortgagee may elect to have existing as of the date of this Lease prior to the lien of its MortgageLease, and in the event of such election and upon notification if required by such Mortgagee to Mortgagee, Tenant to that effectshall also execute such SNDA. Notwithstanding the foregoing, this Lease and Tenant’s obligations hereunder shall not be deemed prior affected or impaired in lien any respect should any such future Mortgagee decline to enter into such SNDA, except that this Lease shall not be subject and subordinate to the Mortgage, whether applicable Mortgage as provided in this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordParagraph 13.3.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Lender, or lessor, Tenant agrees, within ten (10) days after written request therefor, to execute, acknowledge and deliver to Landlord, Lender, or lessor any and all documents or instruments requested by Landlord, Lender, or lessor to assure the Mortgagee named in subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit E or such other form as any such lessor or Lender may require (“SNDA”). However, if the lessor under any such ground lease or any Lender holding any such mortgage or deed of foreclosure trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or Lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or Lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or Lender agrees not to disturb Tenant’s quiet possession of the Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such Lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Landlord shall use commercially reasonable efforts to obtain a SNDA from its current Lenders and Mortgagees upon execution of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such 25. ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender (see attached) agrees to recognize Tenant's rights under this Lease and not to disturb Tenant s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease Subject to Landlord providing to Tenant a nondisturbance and attornment agreement in commercially reasonable form from any and all ground lessors, mortgagees, beneficiaries of Tenant's rights hereunder are deeds of trust and others having an interest in or a lien upon the Property, this Lease is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant in agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the event subordination of foreclosure this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, assignment of leases and rents, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Project and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, assignment of leases and rents, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon written request This clause shall be self- operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or notice attorning to the holder of any such Mortgage as Landlord may request. The terms of this Lease are subject to approval by the Landlord's existing lender(s) and any lender(s) who, concurred in by any Mortgagee at the time of the Building execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any portion of the Project, and such approval is a condition precedent to Landlord's obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required by this Article promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. If any person shall succeed to all or part thereof which includes of Landlord's interests in the PremisesPremises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest and if requested Tenant shall enter into a new lease with such successor-in-interest for the balance of the Term of the Lease then remaining on the same terms and conditions. Said successor-in-interest shall not be bound by (i) any payment of Base Rental or Additional Base Rental for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under the Lease or prepayments for estimated Basic Costs, or (ii) any material amendment or modification of the Lease made without the written consent of Mortgagee or such successor-in-interest except to the extent such amendment is entered into to document the exercise by Landlord or Tenant of any person, firm option or corporation intending to become a Mortgagee, other rights specifically provided in the Lease. Tenant agrees that it will from time to subordinate its rights time upon request by Landlord and, within five days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunderhave been paid, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant stating that Landlord is not in default. default hereunder (or if Tenant also agrees that any Mortgagee may elect to have this Lease prior to alleges a default stating the lien of its Mortgage, and in the event nature of such election alleged default) and upon notification by further stating such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee other matters as Landlord under this Lease to the same extent and effect as the original Landlordshall reasonably require.

SUBORDINATION TO MORTGAGES. This Lease and all right, title and interest of Tenant's rights Tenant hereunder are subject and subordinate to any Mortgage mortgage or mortgages, blanket or otherwise, and including any deed or deeds of trust, which do now or may hereafter placed on or affecting affect the Building, Property of which the Leased Premises form a part (and which may also affect other property) and to any and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof, provided that any such mortgage holder of a deed of trust or other lien holder shall recognize and accept Tenant as the Mortgagee named tenant under this Lease so long as an Event of Default (as defined in numbered Section 20 hereto) has not occurred hereunder and provided that such holder provides to Tenant a Mortgage non-disturbance agreement in commercially reasonable form. It ls the intention of the parties that this provision be self-operative and that no further instrument shall agree be required to recognize the lease effect such subordination of this Lease. Tenant shall, however, upon demand, at any time or times, execute, acknowledge and deliver to Landlord, without expense to Landlord, any· and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence said subordination. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect such mortgage, to have this Lease prior attorn to the lien of its Mortgage, purchaser as the Landlord under this Lease. Xxxxxx agrees to execute and in the event of such election deliver at any time and upon notification by such Mortgagee from time to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees thattime, upon the request of Landlord or of any Mortgagee named in such Mortgageholder, it will execute and deliver whatever instruments may be required for such purposes. Tenant willany instrument which, in the event reasonable judgment of Landlord, may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. Subject to the applicable provisions of the sale United States Bankruptcy Code (“Bankruptcy Code”}, Tenant further waives the provisions of any statute or assignment rule of Landlord's interest law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the Building or in event any such foreclosure proceeding is brought. In the event of any proceedings brought act or omission by Landlord which would give Tenant the right to terminate this Lease by reason of a constructive or actual partial or total eviction or otherwise, Tenant shall not exercise any such right: (i) unless and until it shall have given written notice of such act or omission to the holder of any first mortgage to which this Lease is subject and subordinate, if the name and address of such holder shall previously have been furnished to Tenant; and (ii) unless and until a reasonable period of time for remedying such act or omission shall have elapsed following the foreclosure ofgiving of such notice, during which Landlord and the holder of such mortgage or in either of them, their agents or employees, shall be entitled to enter the event Leased Premises and do therein whatever may be necessary to remedy such act or omission. During the period between the giving of such notice and the exercise remedying of such act or omission, the power of sale under any Mortgage covering the BuildingBase Rent and Additional Rent, attorn as applicable, to and recognize such purchaser or Mortgagee as Landlord be paid by Tenant under this Lease shall be abated and apportioned only to the same extent and effect as that any part of the original LandlordLeased Premises shall be un-tenantable.

SUBORDINATION TO MORTGAGES. This Lease is subject to and subordinate to all ground leases, mortgages and deeds of trust which affect the Buildings or the Property and which are of public record as of the Effective Date of this Lease as reflected on the pro-forma title policy attached hereto as Attachment B to Exhibit E. Tenant agrees to execute a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit G within one (1) business day of Landlord's request. Notwithstanding the foregoing, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Buildings or the Property and/or encumbering the Buildings or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all customary documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights hereunder are subject under this Lease and subordinate agrees not to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee disturb Tenant's quiet possession of the Building or any part thereof which includes Leased Premises so long as Tenant is not in default under this Lease. If Landlord assigns the Premises, or by any person, firm or corporation intending to become Lease as security for a Mortgageeloan, Tenant agrees to subordinate its rights under this Lease to execute such documents as are reasonably requested by the lien or liens of any Mortgage lender and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of foreclosure if Tenant is trust (which may not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and be in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee form attached as Landlord under this Lease to the same extent and effect as the original LandlordExhibit G).

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, it any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant in agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the event subordination of foreclosure this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure oftrust, or in the event of the exercise of the power of sale under any Mortgage covering the Buildingwhich may include, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordbut shall not be limited to, those provisions listed on Exhibit C attached hereto.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default under this Lease. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Notwithstanding anything to contrary herein: (a) Landlord shall use commercially reasonable efforts to obtain from any and all current lenders or current ground lessors of the Leased Premises as of the Effective Date a written agreement in substantially the form attached hereto as Exhibit D. If such agreement is not obtained on or before September 30, 2010 from all such lenders or current ground lessors, then Tenant shall have the right, as Tenant’s sole and exclusive remedy thereupon, to terminate this Lease by written notice to Landlord given no earlier than September 30, 2010 and no later than October 11, 2010, such termination to be effective on the date such notice is given, and thereafter neither party shall have any liability to the other hereunder, except that Landlord shall return to Tenant the Security Deposit together with all prepaid Rent deposited by Tenant hereunder; provided, however, (i) if such agreement is executed by such current lenders or ground lessors on or before the date that is 10 business days following Landlord’s receipt of Tenant’s termination notice, or (ii) if such current lenders or ground lessors execute a recognition agreement in their standard form and in addition Landlord agrees to provide adequate security for the performance of Landlord’s obligation to construct the Tenant Improvements notwithstanding any foreclosure by such lenders or ground lessors, including without limitation, deposit of funds with a third party escrow, delivery of a guaranty from a creditworthy parent or affiliate of Landlord reasonably acceptable to Tenant, or delivery of a letter of credit in the amount of the estimated cost to complete the Tenant Improvements less any Over-Allowance Amount, all of the foregoing on terms and conditions reasonably acceptable to Tenant and Landlord, then, in either case of (i) or (ii) above, Tenant’s termination shall be void and of no force and effect and this Lease will continue in full force and effect. (b) The subordination of this Lease to any future ground lease or instrument of security shall be conditioned upon Tenant’s receipt from any such ground lessors or lenders of a recognition agreement in form reasonably satisfactory to Tenant providing for recognition of Tenant’s interests under this Lease in the event of a foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord lender’s security interest or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event termination of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordground lease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deal of trust, then Tenant agrees, within ten days after Landlord’s written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments (including but not limited to the enclosed Exhibit D) as requested by Landlord or such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant’s rights under this Lease and not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments such subordination agreement within ten days after Landlord’s request therefore shall be a material default by Tenant under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and xxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant’s failure to so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Article may be required for such purposes. Tenant will, in the event relied upon by any Lender or purchaser or prospective Lender or purchaser of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser the Project, or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordany interest therein.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereof. Upon written request thereof (any such mortgage, deed of trust, lease or notice by Landlordother lien being hereinafter referred to as a "Mortgage", concurred and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in by its discretion provided the mortgagee for itself and any Mortgagee of party claiming by, through or under such mortgagee agrees in writing to recognize this Lease in the event it or such party acquires the Building by foreclosure or deed-in-lieu of foreclosure. Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or attorning to the holder of any such Mortgage as Landlord may reasonably request. If any person shall succeed to all or part thereof of Landlord's interests in the Premises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which includes may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the Premisesobligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. In addition, or by if the Landlord's leasehold interest in any person, firm or corporation intending to become a Mortgageeground lease shall be terminated, Tenant agrees to subordinate its rights under that this Lease shall, at the option of the ground lessor, remain in full force and effect (or if terminated by law as a result of Landlord's interest being terminated, Tenant will enter into a new Lease with the identical terms and conditions of this Lease). Tenant agrees to the lien or liens give any Mortgagee, by certified mail, return receipt requested, a copy of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereofnotice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of Assignment of Rents and Leases, or otherwise) of the Mortgagee named address of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in a Mortgage this Lease, then the mortgagees and/or trust deed holders shall agree have an additional thirty (30) days within which to recognize cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days, the lease of Tenant in mortgagee and/or trust deed holder has commenced and is diligently pursuing the event remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if Tenant is not necessary, to effect such cure), in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the which event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall not be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgageterminated while such remedies are being so diligently pursued. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, that in the event of the sale of the Land or assignment the Building, by foreclosure or deed in lieu thereof, Tenant shall substitute the letter of credit, if any, held by Landlord hereunder in the name of the new purchaser, upon surrender of the letter of credit then held by the former landlord hereunder. Landlord agrees to turn over to the purchaser at such sale any Security Deposit paid by Tenant to Landlord in connection with this Lease whereupon such purchaser shall be thereafter responsible for its return to Tenant. Tenant further agrees that any successor to Landlord's interest shall not be bound by (i) any payment of monthly Rent or Additional Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease or (ii) any amendment or modification of this Lease made without the consent of Landlord's interest mortgagee or such successor in interest. Landlord agrees to use all reasonable efforts to obtain from the Building or in party presently holding the event note secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering trust against the Building, attorn and shall, as a condition to and recognize such purchaser or Mortgagee any future subordination obtain from any future Mortgagee, an agreement (a "Nondisturbance Agreement") which shall provide that, as Landlord long as Tenant is not in default under this Lease after written notice and expiration of the applicable cure period, this Lease will not be terminated during the Lease term hereof as a result of any foreclosure or conveyance in lieu of foreclosure under the deed of trust on the Building held by such mortgagee. Any such Nondisturbance Agreement shall be in form and content as required by Landlord's mortgagee, and shall also include such subordination and attornment provisions as such mortgagee may reasonably require. Landlord has delivered to Tenant the same extent form of Nondisturbance Agreement received from its present lender, with the understanding that such lender will not complete its review of this Lease until it has received a final signed copy. In the event Tenant desires to negotiate the provisions contained in any such Nondisturbance Agreement Tenant shall indemnify and effect as the original hold Landlord harmless from any costs or expenses incurred with either Landlord's or Lender's counsel in connection therewith. The form of Nondisturbance Agreement to be used by Landlord's current lender has been provided to Tenant. Landlord shall obtain approval thereof by its lender within thirty (30) days of receipt of such agreement signed by Tenant.

SUBORDINATION TO MORTGAGES. This That this Lease and all of Tenant's rights hereunder are Agreement shall be -------------------------- subject and subordinate to the lien of any Mortgage now mortgage or deed of trust given by Landlord which may hereafter placed on or affecting encumber the Building, Building of which the Leased Premises form a pan and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof, provided . Landlord shall also have the Mortgagee named right to assign its interest in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior Agreement for security purposes to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to any mortgagee or subsequent to the date of the Mortgagetrust dead beneficiary. Tenant agrees that, upon the request of that it will execute any appropriate instrument or certificate that Landlord or any Mortgagee named in mortgagee or trust deed beneficiary may require to effect this subordination, provided that such Mortgage, mortgagee or trust deed beneficiary shall agree with Tenant not to disturb Tenant's right to possess the Leased Premises so long as Tenant complies with all of the terms and conditions of this Lease Agreement. Tenant further agrees that it will provide any such mortgagee or trust deed beneficiary with any evidence required to show the authority of Tenant to execute any such subordination instrument or certificate and deliver whatever instruments may be required for such purposes. Tenant will, in if so requested by any such mortgagee or trust deed beneficiary, provide a copy of any notice Tenant gives or is required to give Landlord under this Lease Agreement. In the event of the sale enforcement by the mortgagee or assignment the beneficiary under such mortgage or deed of Landlord's interest in trust of the Building remedies provided for by law or in the event by such mortgage or deed of any proceedings brought for the foreclosure oftrust, or in the event Landlord gives a deed- in-lieu-of-foreclosure to such mortgage or trust deed beneficiary, Tenant will, upon request of any person or party succeeding to the exercise interest of Landlord as a result of such enforcement or termination, automatically become the power Tenant of sale under such successor in interest without change in the terms or other provisions of this Lease Agreement; provided however, that such successor in interest shall not be bound by (i) any Mortgage covering payment of rent or additional rent for more than one month in advance, (ii) any amendment or modification of this Lease Agreement made without the Buildingwritten consent of such mortgagee or such beneficiary or such successor in interest, attorn to and recognize such purchaser or Mortgagee as (iii) any defaults of Landlord under this Lease Agreement which remain uncured at the time such successor in interest obtains title to the same extent Building. Tenant shall execute and effect deliver any instrument or instruments confirming the Attornment herein provided for. In the event of any act or omission by Landlord by reason of which Tenant may claim the right to terminate this Lease Agreement or claim a defense or offset against the Gross Rent due hereunder, Tenant agrees not to exercise any such right until: (i) Tenant has notified the mortgagee or trust deed beneficiary in writing of such act or omission by Landlord, and (ii) Tenant has given the mortgagee or trust deed beneficiary a reasonable opportunity to cure such act or omission, including the time as shall be reasonably required to obtain possession of the original Landlordproperty and to commence and carry to completion the foreclosure of its mortgage or deed of trust.

SUBORDINATION TO MORTGAGES. 22.1 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord's interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any part thereof which includes such mortgage or deed of trust or of any other action or proceeding for the Premisesenforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Landlord's interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord, so long as the same includes a non-disturbance agreement in a form reasonably acceptable to Tenant. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of an agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default until such lender has completed foreclosure and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of preventing Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have from terminating this Lease prior to the lien of its Mortgageunless such default remains uncured after foreclosure has been completed, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date any modification of the Mortgage. Tenant agreements, covenants or conditions of this Lease, or both of them, then Xxxxxx agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will to execute and deliver whatever instruments may be such agreement or modification as required for by such purposes. Tenant willlender within ten (10) days after receipt thereof; provided, in however, that no such modification shall affect the event length of the sale Lease Term or assignment of Landlord's interest in increase the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale rent payable by Tenant under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordArticle 3 hereof.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such 25. ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender (see attached) agrees to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that default (beyond any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, applicable notice and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.cure periods) under

SUBORDINATION TO MORTGAGES. This Lease It is agreed that the rights and all interest of Tenant's rights hereunder are Tenant under this lease shall be: (i) subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage present or future first mortgage and to any and all advances to be made thereunder, and to the interest thereon, upon the demised premises or any property of which the demised premises are a part, if the holder of such mortgage shall elect, by notice to Tenant, to subject and subordinate the rights and interest of Tenant under this lease to the lien of its mortgage; or (ii) prior to the lien of any present or :future first mortgage, if the holder of such mortgage shall elect, by notice to Tenant, to give the rights and interest of Tenant under this lease priority to the lien of its mortgage. It is understood and agreed that the holder of such mortgage may also elect, by notice to Tenant, to make some provisions hereof subject and subordinate to the lien of its mortgage while granting other provisions hereof priority to the lien of its mortgage. Jn the event of any of such elections, and upon notification by the bolder of such mortgage to that effect, the rights and interest of Tenant under this lease shall be deemed to be subordinate to, or to have priority over, as the case may be, the lien of said mortgage, irrespective of the time of execution or time of recording of any such mortgage. Tenant agrees that it will, upon request of Landlord, execute, acknowledge and deliver any and all instruments deemed by Landlord necessary or desirable to evidence or to give notice of such subordination or priority. The word "mortgage" as used herein includes mortgages, deeds of trust or other similar ins1ruments and modifications, consolidations, extensions, renewals, replacements and extensions substitutes thereof. Whether the lien of any mortgage upon the demised premises or any property of which the demised premises are apart shall be superior or subordinate to this lease and the lien hereat; Tenant agrees that it will, provided upon request, attorn to the Mortgagee named in a Mortgage shall agree to recognize the lease holder of Tenant such mortgage or anyone claiming under such holder and their respective successors and assigns in the event of foreclosure if Tenant is not in defaultof or similar action taken under such mortgage. Tenant also further agrees that any Mortgagee may elect to have it shall not subordinate its interest in this Lease prior lease to the lien of its Mortgageany junior mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to security agreement or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.004423441.DOC/3 18

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage all mortgages now or hereafter placed on or affecting upon the Buildingpremises, and all renewalsother encumbrances and matters of public record applicable to the premises, modificationsincluding any reciprocal easement or operating agreements, replacementscovenants, amendments conditions and extensions thereofrestrictions. Upon If any foreclosure or power of sale proceedings are initiated by any lender or a deed in lieu of foreclosure is granted to a lender, Tenant agrees, upon written request of any such lender or notice purchaser at such sale, to attorn and pay rent to such party and to execute and deliver any instruments necessary or appropriate to evidence such attornment. In such event, any such purchase or other successor to Landlord by nature of the foreclosure sale, shall not be: a. Liable for any act or omission of Landlord, concurred in ; b. Subject to any offsets or defenses which Tenant might have against Landlord; c. Bound by any Mortgagee rent or additional rent which Tenant may have paid to Landlord for more than the current month; and d. Bound by any amendment or modification of this Lease made without consent of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens then current holder of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in defaultmortgages. Tenant also agrees that any Mortgagee Any lender may elect to have make this Lease prior to the lien of its Mortgagemortgage, and in if the event of such election and upon notification by such Mortgagee to Tenant to that effectlender under any prior mortgage shall require, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent any subordinate mortgage; such elections shall be effective upon written notice to the date Tenant. The provisions of the Mortgage. this Section shall be self-operative; however, Tenant agrees that, upon the request of shall execute such documentation as Landlord or any Mortgagee named lender may request from time to time in such Mortgageorder to confirm the matters set forth in this Section in recordable form. To the extent not expressly prohibited by law, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in waives the event of the sale or assignment of Landlord's interest in the Building or in the event provision of any proceedings brought for the law now or hereafter adopted which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder if such foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Buildingproceedings are initiated, attorn to and recognize such purchaser prosecuted or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordcompleted.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Landlord covenants to use its best efforts to obtain non-disturbance agreements from all holders of ground leases, provided mortgages and deeds of trust in effect as of the Mortgagee named date of this Lease, in a Mortgage form reasonably satisfactory to Tenant, within sixty (60) days of the date of this Lease. If Landlord shall agree fail to obtain such non-disturbance agreements within such sixty (60) day period, Tenant shall have thirty (30) days within which to terminate this Lease by written notice to Landlord. Notwithstanding the foregoing, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of trust provided that such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to documents do not materially increase Tenant's obligations or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord diminish its rights or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord remedies under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease is subject and subordinate to all underlying ground leases and to all mortgages and deeds of trust which affect the Building and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant. Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within twenty (20) days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or as requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the Leased Premises so long as Tenant is not in default under this Lease. Tenant's failure to execute and deliver such subordination agreement within twenty (20) days after Landlord's request therefore (after the passage of an additional five (5) day cure period after written notice to Tenant of such failure) shall be a material default by Tenant under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and xxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant's failure to so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Article may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Building, the Project, or any interest therein. Landlord shall, within ninety (90) days of written request by Tenant following full execution of this Lease, use its best efforts to cause all mortgages, lenders, and other parties currently holding a security interest affecting the Leased Premises to execute a recognition and non-disturbance agreement which (i) provides that this Lease shall not be terminated so long as Tenant is not in default under this Lease and (ii) recognizes all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordhereunder.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit I or such other customary form as any such lessor or lender may require (an “SNDA”). If the form of foreclosure SNDA is different than the form attached to this Lease as Exhibit I, then Tenant shall have the right to make reasonable comments to such form provided that Tenant shall not be entitled to object to any provision of such SNDA which is substantially the same as a provision set forth in Exhibit I. If the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto, subject to Tenant’s right to make reasonable comments to such documents or instruments (provided that Tenant shall not be entitled to object to any provision of such documents or instruments which is substantially the same as a provision set forth in Exhibit I). Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such Building D terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior to the lien of its Mortgagebeyond any applicable notice and cure periods expressly set forth in this Lease, and in the event subject to Tenant’s right to make reasonable comments to such documents or instruments (provided that Tenant shall not be entitled to object to any provision of such election and upon notification by such Mortgagee documents or instruments which is substantially the same as a provision set forth in Exhibit I). Tenant’s failure to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, provided that Landlord provides Tenant with a written notice of such default and Tenant continues to fail to deliver such documentation within four (4) days of receipt of such default notice, in which case no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such purposesdocuments as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Tenant willhereby agrees, promptly upon request by Landlord, to execute, have acknowledged, and deliver to Landlord an SNDA substantially in the form of Exhibit I attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and, as a condition to the effectiveness of this Lease, either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the same to Tenant, in either case within 30 days after the event Effective Date of this Lease, failing which Tenant shall have the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn right to and recognize such purchaser or Mortgagee as Landlord under terminate this Lease by written notice to Landlord delivered within ten (10) days after the same extent and effect as the original Landlordend of such 30 day period, if at all.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are In addition to being subject and subordinate to the Ground Lease, this Sublease shall be subject and subordinate at all times to: (a) the lien of any Mortgage mortgages or deeds of trust that may now exist or hereafter placed be executed in any amount for which the ground leases or underlying leases, Building rentals, or Landlord's interest or estate in any of said items is specified as security. Landlord shall use its best efforts to secure in any such mortgages or deeds of trust and in any such other ground leases or underlying leases a covenant on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee part of the Building mortgagees, beneficiaries or any part thereof which includes the Premises, ground or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree underlying lessors thereunder to recognize the lease interest of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have under this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or Sublease in the event of any proceedings brought for the foreclosure ofor conveyance in lieu of foreclosure, or any termination of any such ground or underlying lease, if at the time of any such event Tenant is not then in default hereunder. Notwithstanding any recognition of this Sublease by any such mortgagees, beneficiaries, or by Ground Lessor or any existing mortgagee or beneficiary, (i) Tenant's interest under this Sublease shall nevertheless be subject to the event rights of such mortgagees or beneficiaries or Ground Lessor to insurance and condemnation proceeds with respect to the Real Property, (ii) any such recognition of Tenant's interest under this Sublease shall not result in any liability or responsibility on the part of any such mortgagees, beneficiaries or Ground Lessor, for any past defaults of Landlord, the prepayment of any Rent by Tenant, any claim or setoff that Tenant may have against Landlord, or any obligations of Landlord with respect to the construction of the exercise Building or the Premises, or any part thereof, and (iii) no amendment of this Sublease shall be binding on any such mortgagees or beneficiaries or ground or underlying lessors or Ground Lessor without such party's written consent. Notwithstanding the foregoing, so long as Tenant shall pay its Rent and perform all of its obligations hereunder, no such mortgagee or beneficiary shall interfere with Tenant's use and occupancy of the power of sale under any Mortgage covering Premises in accordance with the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordterms hereof.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination and nondisturbance agreement in the event form attached to this Lease as Exhibit F or such other form as any such lessor or lender may require. If the proposed form of foreclosure subordination and nondisturbance agreement is on a different form than the form attached hereto as Exhibit F, then Tenant shall not object to any concept included in such other form if a similar concept was included in Exhibit F. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant’s failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.l(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust, which may include, but shall not be limited to, those provisions set forth in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordExhibit F attached hereto.

SUBORDINATION TO MORTGAGES. This A. Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Park and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee'), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. Upon written request This clause shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or notice attorning to the holder of any such Mortgage as Landlord may request. The terms of this Lease are subject to approval by the Landlord's existing lender(s) and any lender(s) who, concurred in by any Mortgagee at the time of the Building execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any portion of the Park, and such approval is a condition precedent to Landlord's obligations hereunder. If any person shall succeed to all or part thereof which includes of Landlord's interests in the PremisesPremises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by any person, firm or corporation intending to become a Mortgageesuch successor-in-interest, Tenant agrees shall, without charge, attorn to subordinate its such successor-in-interest if and so long as such successors) agree(s) that Tenant's possession of the Premises and this Lease, including any options to extend the term hereof, any rights of first offer and rights of first refusal, and any other options hereunder, will not be disturbed so long as Tenant is not In default hereunder (subject to any applicable notice and cure periods). Tenant and Landlord each agree that it will from time to time upon request by the other and, within fifteen (15) days of the date of such request, execute and deliver to such persons as the requesting party shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in 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 the requesting party is not in default hereunder (or if the requesting party alleges a default stating the nature of such alleged default) and further stating such other matters as the requesting party shall reasonably require. B. Notwithstanding the foregoing to the lien contrary, this Lease is contingent upon Landlord providing Tenant with a fully executed non-disturbance, attornment, estoppel and subordination agreement from Landlord's current Mortgagee on the form attached hereto as Exhibit I (the "Non-disturbance Agreement") within ten (10) business days after the full and final execution of this Lease by Landlord and Tenant. Tenant shall execute the Non-disturbance Agreement upon receipt from Landlord and shall return the same to Landlord for execution by Landlord's Mortgagee. In the event that Landlord fails to provide Tenant with the Non-Disturbance Agreement within such ten (10) business day period, Tenant, as its sole remedy, shall have the right to terminate this Lease by written notice to Landlord within ten (10) days after the expiration of such ten (10) day period. Notwithstanding anything herein to the contrary, Landlord shall also be required to provide Tenant with a non-disturbance, subordination and attornment agreement in favor of Tenant from any Mortgagee who comes into existence after the Commencement Date. Such non-disturbance, subordination and attornment agreement in favor of Tenant shall provide that, so long as Tenant is paying the Rent due under this Lease and is not otherwise in default under the Lease, its right to possession and other terms of the Lease shall remain in full force and effect. Such non-disturbance, subordination and attornment agreement may include additional time on behalf of the Mortgagee to cure defaults of the Landlord and provide that a) neither Mortgagee nor any successor in interest shall be bound by (i) any payment of Base Rental, Additional Base Rental or liens other sum due hereunder for more than one (1) month in advance, or (ii) any amendment or modification of this Lease made without the express written consent of Mortgagee or any successor in interest; b) neither Mortgagee nor any successor in interest will be liable for (i) any act or omission or warranties of any Mortgage and prior landlord (including Landlord), except with regard to any continuing default of which Tenant has provided Mortgagee with written notice and all advances a reasonable opportunity to be made thereunder, and cure after the date on which Mortgagee takes title to the interest thereonBuilding, and all renewals, replacements and extensions thereofor (ii) the breach of any warranties or obligations relating to construction of improvements on the Property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant that in the event of foreclosure if Tenant is not in default. Tenant also agrees that Mortgagee, after notice and a reasonable opportunity to perform, fails to perform any Mortgagee may elect tenant finish work required to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord performed under this Lease with respect to Offering Space A, Offering Space B or any Refusal Space, Tenant shall have the right to perform such work and to offset the reasonable cost thereof against Rent, or (iii) the return of any security deposit, except to the same extent such deposits have been received by Mortgagee; c) neither Mortgagee nor any successor in interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). Notwithstanding the foregoing, Landlord shall use reasonable efforts to attempt to cause any Mortgagee to delete, prior to execution by Tenant and effect as the original LandlordMortgagee, any provision of the Mortgagees non-disturbance, subordination and attornment agreement with Tenant that requires Tenant to waive any offsets or defenses which Tenant might have against any prior landlord.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord, a subordination agreement in the Mortgagee named form attached to this Lease as Exhibit J-1, with respect to the deed of trust which is of public record as of the Effective Date of this Lease. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Building E Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to execute a subordination, non-disturbance and attornment agreement in a Mortgage shall agree the form attached to recognize the lease of this Lease as Exhibit J-2, or such other form as any such lessor or lender may reasonably require (an “SNDA”) and acceptable to Tenant in the event of foreclosure if its reasonable discretion (and Tenant is not in default. Tenant also agrees that any Mortgagee may elect concept included in such alternate form which is substantially similar to a concept included in Exhibit J-2, shall be acceptable). Tenant’s failure to execute and deliver such documents or instruments within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Any SNDA executed with respect to a future deed of trust, ground lease, or mortgage (or with respect to an amendment of any existing deed of trust to provide construction financing for the construction of the Leased Premises), must contain a statement that, following any foreclosure of such deed of trust or mortgage, or termination of the ground lease, the holder thereof (for itself and any transferee of its interest in the deed of trust, mortgage, or ground lease, or of such holder’s interest in the Property pursuant to such holder’s exercise of remedies) will be obligated under the Lease prior to do the following to the lien extent not previously done (i) perform the Landlord’s Work, (ii) disburse the Tenant Improvement Allowance and (iii) honor Tenant’s rights of its Mortgage, and offset set forth in the event Section 7 of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien Exhibit C to the Mortgage, whether this Lease is dated prior to or subsequent to (the date of the Mortgage“Required Lender Construction Agreements”). Tenant agrees thatthat the SNDA attached hereto as Exhibit J-2 contains the Required Lender Construction Agreements. If Landlord commences construction of the Landlord’s Work (as evidenced by Landlord’s pulling of a building permit for the same and breaking ground on work for which a mechanic’s lien may be filed) without obtaining an SNDA containing the Required Lender Construction Agreements from the then-current holder of any deed of trust, upon mortgage, or ground lease affecting the request Property, then Tenant may terminate this Lease by written notice to Landlord given within ten (10) days of Landlord Tenant’s knowledge that such construction has commenced. However, for avoidance of doubt, no such SNDA shall be required (and no termination right shall apply) if there is no ground lease, deed of trust, or any Mortgagee named in such Mortgagemortgage encumbering the Property at the time that construction of the Leased Premises commences. Tenant hereby agrees, it will concurrently with Tenant’s execution of this Lease, to execute and deliver whatever instruments may be required for such purposes. Tenant will, to Landlord an SNDA substantially in the event form of Exhibit J-1 attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn same to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordTenant.

SUBORDINATION TO MORTGAGES. This Landlord represents and warrants to Tenant that as of the Effective Date of this Lease, this Lease is not subordinate or subject to any underlying ground leases, mortgages and deeds of trust. If the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of Tenant's rights hereunder are which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any Mortgage now lessor under any such future ground lease or hereafter placed on any lender holding such future mortgage or affecting the Buildingdeed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request documents or notice instruments requested by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, Landlord or by any personsuch lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, firm mortgage or corporation intending to become a Mortgageedeed of trust, Tenant but only if such lessor or lender agrees to subordinate its recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit F or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of foreclosure trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Landlord represents that there is no ground lease affecting the Property or the Building on the date hereof. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have , beyond applicable periods of notice and grace, under this Lease prior (a “Subordination and Nondisturbance Agreement”). If the proposed form of Subordination and Nondisturbance Agreement is on a different form than the form attached hereto as Exhibit F, then Tenant shall not object to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named concept included in such Mortgage, it will other form if a similar concept was included in Exhibit F. Tenant’s failure to execute and deliver whatever any documents or instruments may required by this Paragraph 13.3 within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn trust. Landlord agrees to use commercially reasonable efforts to obtain a recordable Subordination and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Nondisturbance Agreement from Landlord’s current lender.

SUBORDINATION TO MORTGAGES. This Estoppel Certificate. Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or hereafter placed on or subsequently affecting the BuildingPremises, the Building or the Property, and all to renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (collectively, a "Mortgage"). Upon written The party having the benefit of a Mortgage shall be rehired to as a "Mortgagee." This clause shall be self-operative, but upon request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become from a Mortgagee, Tenant agrees shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. Landlord shall use reasonable efforts to subordinate its rights under this Lease to obtain, at Tenant's costs, Landlord's Mortgagee's nondisturbance agreement for the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease benefit of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required form attached hereto as Exhibit G. The fee for such purposesnondisturbance agreement is currently $500.00. Tenant willIn lieu of having the Mortgage be superior to this Lease, in a Mortgagee shall have the event of the sale right at any time to subordinate its Mortgage to this Lease. If requested by a successor- in-interest to all or assignment apart of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure ofthis Lease, or in the event of the exercise of the power of sale under any Mortgage covering the BuildingTenant shall, without charge, attorn to the successor-in-interest Tenant shall, within 5 business days after receipt of a written request from Landlord, execute and recognize deliver an estoppel certificate to those parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other charges have been paid, representing that, to the best of Tenant's knowledge, there is no default (or stating with specificity the nature of the alleged default) and certifying other matters with respect to this Lease that may reasonably be requested. Tenant's failure to provide any estoppel certificate within the 5 business day period specified above, and the continuation of such purchaser or Mortgagee as failure for a period of 5 business days after Landlord delivers a second written notice requesting same, shall constitute a Time Sensitive Default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of truss which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of truss shall agree advise Landlord that is desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of truss shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of truss shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; bus only if such lessor or Lender agrees to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original LandlordLease.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being sometimes hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being sometimes referred to hereinafter as a "Mortgagee"). Upon written request Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or notice attorning to the holder of any such Mortgage as Landlord may reasonably request. If any person shall succeed to all or part of Landlord's interests in the Premises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, Tenant shall, without charge, attorn to such successor-in-interest. This subordination provision with respect to ground leases is subject to the express condition that so long as Tenant is not in default beyond any applicable cure period in the payment of Base Rental or Additional Base Rental or any other material covenant or condition of this Lease, (i) its rights as Tenant hereunder shall not be affected or terminated, (ii) its possession of the Premises shall not be disturbed, (iii) no action or proceeding shall be commenced to remove or evict Tenant, and (iv) the Lease shall at all times continue in full force and effect notwithstanding the termination or expiration of such ground lease prior to the expiration or termination of this Lease (or if terminated by law as a result of Landlord's interest being terminated, concurred the ground lessor will enter into a new lease with Tenant with the identical terms and conditions of this Lease). This subordination provision with respect to mortgages or deeds of trust is subject to the express condition that so long as Tenant is not in default in the payment of Base Rental or Additional Base Rental or of any other material covenants and conditions of this Lease, its rights as Tenant hereunder shall not be terminated and its possession of the Premises shall not be disturbed by any Mortgagee of the Building mortgagee or any part thereof which includes the Premises, trustee or by any personproceedings on the debts which any such mortgage or deed of trust secures or by virtue of a right or power contained in any such mortgage or deed of trust or the bond or note secured thereby and that any sale at foreclosure shall be subject to this Lease. Landlord shall obtain for Tenant, firm from the holder of each ground lease, mortgage and deed of trust now or corporation intending hereafter encumbering the Building, a Non-Disturbance Agreement in form acceptable to become a MortgageeLandlord's ground lessor or mortgagee, and reasonably satisfactory to Tenant, confirming the statements hereinabove set forth in this section. Tenant expressly recognizes that the holder under any such Non-Disturbance Agreement shall be entitled to except therefrom any obligations under Section 40 below pertaining to the Adjacent Building or Section 42 pertaining to rights of first offering. Landlord agrees to use reasonable efforts to obtain the agreement from the holder of each ground lease, mortgage and deed of trust now or hereafter encumbering the Building to both notify Tenant of any default by Landlord under such ground lease, mortgage or deed of trust and to accept the cure by Tenant of such default. Tenant agrees that any Mortgagee shall have the right at any time to subordinate its rights under such Mortgage to this Lease on such terms and subject to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereofsuch conditions as such Mortgagee may deem appropriate in its discretion, provided the Mortgagee named for itself and any party claiming by, through or under such Mortgagee agrees in a Mortgage shall agree writing to recognize the lease of Tenant this Lease in the event it or such party acquires the Building by foreclosure or deed-in-lieu of foreclosure if Tenant is not in defaultforeclosure. Tenant also agrees that waives the provisions of any Mortgagee statute or rule of law, now or hereafter in effect, which may elect give or purport to have give Tenant any right to terminate or otherwise adversely affect this Lease prior to and the lien obligations of its Mortgage, and Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Tenant agrees to give any Mortgagee, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of Assignment of Rents and Leases, or otherwise) of the address of such election mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary, not to exceed an additional ninety (90) days, if within such thirty (30) days, the mortgagee and/or trust deed holder has commenced and upon notification by is diligently pursuing the remedies necessary to cure such Mortgagee default (including but not limited to Tenant commencement of foreclosure proceedings, if necessary, to that effecteffect such cure), in which event this Lease shall not be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgageterminated while such remedies are being so diligently pursued. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, that in the event of the sale of the Property, by foreclosure or assignment of Landlord's interest deed in lieu thereof, the Building or in purchaser at such sale shall only be responsible for the event return of any proceedings brought for the foreclosure of, or Security Deposit paid by Tenant to Landlord in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under connection with this Lease to the same extent that such purchaser actually receives such Security Deposit. Tenant further agrees that any successor to Landlord's interest shall not be bound by (i) any payment of monthly Base Rental or Additional Base Rental for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease or (ii) any amendment or modification of this Lease made after Tenant's receipt of the name and effect as address of any Landlord's Mortgagee, without the original Landlordconsent of such Mortgagee.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage shall agree to recognize the lease of Tenant subordination agreement in the event form attached to this Lease as Exhibit I or such other customary form as any such lessor or lender may require (an “SNDA”). If the form of foreclosure SNDA is different than the form attached to this Lease as Exhibit I, then Tenant shall have the right to make reasonable comments to such form provided that Tenant shall not be entitled to object to any provision of such SNDA which is substantially the same as a provision set forth in Exhibit I. If the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto, subject to Tenant’s right to make reasonable comments to such documents or instruments (provided that Tenant shall not be entitled to object to any provision of such documents or instruments which is substantially the same as a provision set forth in Exhibit I). Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to Building C assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have default under this Lease prior to the lien of its Mortgagebeyond any applicable notice and cure periods expressly set forth in this Lease, and in the event subject to Tenant’s right to make reasonable comments to such documents or instruments (provided that Tenant shall not be entitled to object to any provision of such election and upon notification by such Mortgagee documents or instruments which is substantially the same as a provision set forth in Exhibit I). Tenant’s failure to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, provided that Landlord provides Tenant with a written notice of such default and Tenant continues to fail to deliver such documentation within four (4) days of receipt of such default notice, in which case no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such purposesdocuments as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Tenant willhereby agrees, promptly upon request by Landlord, to execute, have acknowledged, and deliver to Landlord an SNDA substantially in the form of Exhibit I attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and, as a condition to the effectiveness of this Lease, either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the same to Tenant, in either case within 30 days after the event Effective Date of this Lease, failing which Tenant shall have the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn right to and recognize such purchaser or Mortgagee as Landlord under terminate this Lease by written notice to Landlord delivered within ten (10) days after the same extent and effect as the original Landlordend of such 30 day period, if at all.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the Mortgagee named in existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a Mortgage subordination agreement on such form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize the lease be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that shall promptly execute, acknowledge and deliver any Mortgagee may elect and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to have make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the lien land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of its Mortgagewhich future ground leases, mortgages or deeds of trust shall be subject to and in the event subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such election future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and upon notification deliver to Landlord any and all documents or instruments requested by Landlord or by such Mortgagee lessor or lender to Tenant to that effect, assure the subordination of this Lease shall be deemed prior in lien to the Mortgagesuch future ground lease, whether this Lease is dated prior mortgage or deed of trust. Tenant’s failure to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever such documents or instruments may within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required for such purposes. Tenant willunder Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the event case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. If Landlord assigns the sale or assignment of Landlord's interest Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Building or in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of trust provided that such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlorddocuments do not materially increase Tenant's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord obligations under this Lease Lease. Landlord agrees to use commercially reasonable efforts to obtain a Subordination Nondisturbance and Attornment Agreement ("SNDA") from Metropolitan Life Insurance Company in substantially the same extent and effect form as the original LandlordSNDA signed by Tenant on January 13, 1997.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or instruments (including but not limited to the enclosed Exhibit D) as requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant also agrees that any Mortgagee may elect Tenant's failure to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments such subordination agreement within ten days after Landlord's request therefore shall be a material default by Tenant under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and xxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant's failure to so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Article may be required for such purposes. Tenant will, in the event relied upon by any Lender or purchaser or prospective Lender or purchaser of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser the Project, or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordany interest therein.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within fifteen (15) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to the Ground Lease and any Mortgage now mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments requested by Landlord or by the Mortgagee named in a Mortgage existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to recognize be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant in agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all commercially reasonable documents or instruments requested by Landlord or by such lessor or lender to assure the event subordination of foreclosure this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant’s failure to execute and deliver such documents or instruments within ten (10) business days after Landlord’s request therefor shall be a material default by Tenant also agrees that any Mortgagee may elect to have under this Lease prior to the lien of its Mortgage, and in the event such failure is not cured within three (3) business days of Tenant’s receipt of written notice of such election failure from Landlord, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon notification by such Mortgagee to Tenant to that effect, this covenant of Tenant. If Landlord assigns this Lease shall as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in this Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust, provided that any such documentation includes a provision that Tenant’s possession and interest in this Lease will not be deemed prior disturbed so long as Tenant is not in lien default and attorns to the Mortgage, whether this Lease is dated prior to or subsequent to the date record owner of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's ground leasehold interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease Leased Premises. With respect to the same extent and effect as existing Ground Lease, pursuant to Paragraph 4.15, above, Landlord is to use commercially reasonable efforts to obtain a nondisturbance agreement from the original LandlordGround Lessor concurrently with requesting the Ground Lessor’s Consent.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease. On or before the Lease Commencement Date, Tenant shall execute the Subordination Agreement attached hereto as Exhibit “C” with respect to the same extent and effect as the original Landlord’s current lender.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien presently existing or hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. This clause shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or attorning to the holder of any such Mortgage as Landlord may request. The terms of this Lease are subject to approval by the Landlord's existing lender(s) and any lender(s) who, at the time of the execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any portion of the Property, and such approval is a condition precedent to Landlord's obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required by this Article promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. If any person shall succeed to all or part of Landlord's interests in the Premises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest. Tenant agrees that it will from time to time upon request by Landlord and, within live (5) days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in 101 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 in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Upon written request by Tenant, Landlord will use reasonable efforts to obtain a nondisturbance, subordination and attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or notice liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon request of Landlord, concurred in Tenant will execute the mortgagees form of nondisturbance, subordination and attornment agreement and return the same to Landlord for execution by any Mortgagee the mortgagee. Landlord's failure to obtain a non-disturbance, subordination and adornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of the Building Landlord and Tenant or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances be considered to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification default by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordhereunder.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee trust. Notwithstanding the foregoing, Landlord shall use best efforts to provide Tenant with non-disturbance agreements reasonably acceptable to Tenant to that effectfrom any ground lessors, this Lease shall be deemed prior in mortgage holders or lien to the Mortgageholders, whether this Lease is dated prior to present or subsequent to the date of the Mortgage. Tenant agrees thatfuture, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's having an interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordLeased Premises.

SUBORDINATION TO MORTGAGES. This Lease is and all of Tenant's rights hereunder are shall be subject and subordinate to the lien of any Mortgage mortgage(s), deed(s) of trust, deeds to secure debt, ground lease(s) other than the Ground Lease, or other lien(s) now or hereafter placed on subsequently arising upon the Premises, the Building or affecting the BuildingProperty, and to all renewals, modifications, replacementsrefinancings, amendments and extensions thereofthereof (collectively referred to as a “Mortgage”). Upon written request Landlord represents and warrants that there are no existing mortgages or notice by Landlord, concurred in by any Mortgagee ground leases encumbering the Property as of the Building Effective Date, excepting the Ground Lease and the Mortgage described in the form attached hereto as Exhibit H. The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from Landlord or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees shall execute a subordination agreement in favor of the Mortgagee and Tenant in such Mortgagee’s standard form, with such commercially reasonable changes as Tenant may request that are acceptable to Mortgagee for other comparable leases in the Building. As an alternative, any Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. In the event Mortgagee enforces it rights under the Mortgage, Tenant, at Mortgagee’s option, will attorn to Mortgagee or its successor; provided, however, that Mortgagee or its successor shall not be liable for or bound by (i) any payment of any Rent installment which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but Mortgagee, or such successor, shall be subject to the continuing obligations of landlord under the Lease arising from and after such succession, but only to the extent of Mortgagee’s, or such successor’s, interest in the Property as provided in Section 17), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the lien or liens of any Mortgage and to any and all advances to be made thereunderBuilding, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in defaultany. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees thatTenant, upon the reasonable request of Landlord by Mortgagee or any Mortgagee named such successor in such Mortgageinterest, it will shall execute and deliver whatever an instrument or instruments confirming such attornment. Landlord shall use reasonable efforts to provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant from any future Mortgagee in such Mortgagee’s standard form, with such commercially reasonable changes as Tenant may be required reasonably request that are reasonably acceptable to Mortgagee for such purposes. Tenant will, other comparable leases in the event of Building. Landlord shall obtain from the sale or assignment of Landlord's interest existing Mortgagee, a subordination, non-disturbance and attornment agreement in the Building or in form attached hereto as Exhibit H (an “SNDA”). If Landlord has not delivered to Tenant the event of any proceedings brought for SNDA within ninety (90) days after the foreclosure ofEffective Date, or in Tenant shall have the event of the exercise of the power of sale under any Mortgage covering the Building, attorn right to and recognize such purchaser or Mortgagee as Landlord under terminate this Lease by delivering written notice to the same extent and effect as the original Landlord.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant’s rights under this Lease and agrees not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent Lease. Landlord will provide Tenant nondisturbance right and effect as the original LandlordTenant shall have quiet enjoyment.

SUBORDINATION TO MORTGAGES. This Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now mortgage, deed of trust, ground lease or other lien hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereofthereof (any such mortgage, deed of trust, lease or other lien being hereinafter referred to as a "Mortgage", and the person or entity having the benefit of same being referred to hereinafter as a "Mortgagee"); provided, however, any subordination of this Lease is conditioned upon Tenant and such Mortgagee entering into a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee's then current standard form of agreement (copies of which are attached hereto as Exhibit I) and is subject to the terms of any non-disturbance, subordination and attornment agreement that may be in effect. Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such Mortgage to this Lease on such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion. This clause shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Mortgage, and Tenant agrees upon demand to execute such further instruments subordinating this Lease, acknowledging the subordination of this Lease or attorning to the holder of any such Mortgage as Landlord may request. Landlord shall not be required to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Upon written request or notice by of Landlord, concurred in Tenant will execute the mortgagees form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. The terms of this Lease are subject to approval by the Landlord's existing lender(s) and any Mortgagee lender(s) who, at the time of the Building execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any part thereof which includes portion of the PremisesProperty, and such approval is a condition precedent to Landlord's obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required by any person, firm or corporation intending to become a Mortgageethis Article promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. If any person shall succeed to all or part of Landlord's interests in the Premises whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if and as so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest. Tenant agrees that it will from time to subordinate its rights time upon request by Landlord and, within five days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunderhave been paid, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant stating that Landlord is not in default. default hereunder (or if Tenant also agrees that any Mortgagee may elect to have this Lease prior to alleges a default stating the lien of its Mortgage, and in the event nature of such election alleged default) and upon notification by further stating such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee other matters as Landlord under this Lease to the same extent and effect as the original Landlordshall reasonably require.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall, within ten (10) business days after Landlord's request, execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. Landlord will use its best efforts to provide Tenant also with non-disturbance agreements reasonably acceptable to Tenant from any ground lessors, mortgage holders or lien holders of Landlord. If Landlord assigns the Lease as security for a loan, Tenant agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Landlord covenants that on the ------------------------- Commencement Date the Property will not be encumbered by a mortgage, deed of trust or other lien. Subject to the provisions hereof, Tenant accepts this Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now first mortgage, first deed of trust or other lien hereafter placed on arising upon the Premises, or affecting upon the Building, Building and/or the Property and all to any renewals, modifications, replacements, amendments refinancings and extensions thereof, but Tenant agrees that any such mortgagee ("Mortgagee") shall have the --------- right at any time to subordinate such first mortgage, first deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Upon written request This clause shall be self- operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any first mortgage, first deed of trust or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes other lien hereafter placed upon the Premises, or the Building and/or the Property and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. In the event that Tenant should fail to execute any subordination or other agreement required by this Paragraph within thirty (30) days after receipt of written request, Tenant hereby irrevocably constitutes Landlord as its attorney- in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. Landlord shall provide to Tenant within ten (10) days after the grant of a lien arising after the Commencement Date, a non- disturbance, attornment and subordination agreement reasonably acceptable to Tenant from such Landlord Mortgagee. Notwithstanding anything herein to the contrary, any personsubordination of this Lease to any lien or mortgage over the Premises or the Property, firm is subject to and conditioned upon, any such lienholder or corporation intending mortgagee agreeing to become a Mortgagee, not disturb Tenant's peaceful and quiet enjoyment and possession of the Premises pursuant to the terms of the Lease provided no event of default by Tenant has occurred and is continuing and Tenant agrees to subordinate its rights under this Lease attorn to the lien or liens of any Mortgage and to any and all advances to be made thereundersuch mortgagee. Any such subordination, non-disturbance, and to the interest thereon, and all renewals, replacements and extensions thereof, attornment as provided the Mortgagee named herein shall be set out in a Mortgage shall agree written Subordination, Non-Disturbance and Attornment Agreement in form and content reasonably acceptable to recognize Tenant, Landlord and the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to said lienholder or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordmortgagee.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now or hereafter placed on or affecting all ground leases, mortgages and deeds of trust which affect the Building, the Property, or the Project and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. Notwithstanding the foregoing, provided if requested by Landlord, Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord, a subordination agreement in the Mortgagee named form attached to this Lease as Exhibit J-1, with respect to the deed of trust which is of public record as of the Effective Date of this Lease. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building, the Property, or the Project and/or encumbering the Building, the Property, or the Project as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments reasonably requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to execute a subordination, non-disturbance and attornment agreement in a Mortgage shall agree the form attached to recognize the lease of this Lease as Exhibit J-2, or such other form as any such lessor or lender may reasonably require (an “SNDA”) and acceptable to Tenant in the event of foreclosure if its reasonable discretion (and Tenant is not in default. Tenant also agrees that any Mortgagee may elect concept included in such alternate form which is substantially similar to a concept included in Exhibit J-2, shall be acceptable). Tenant’s failure to execute and deliver such documents or instruments within ten (10) days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Any SNDA executed with respect to a future deed of trust, ground lease, or mortgage (or with respect to an amendment of any existing deed of trust to provide construction financing for the construction of the Leased Premises), must contain a statement that, following any foreclosure of such deed of trust or mortgage, or termination of the ground lease, the holder thereof (for itself and any transferee of its interest in the deed of trust, mortgage, or ground lease, or of such holder’s interest in the Property pursuant to such holder’s exercise of remedies) will be obligated under the Lease to do the following to the extent not previously done (i) perform the Landlord’s Work, (ii) disburse the Tenant Improvement Allowance and (iii) honor Tenant’s rights of offset set forth in Section 7 of Exhibit C to this Lease prior to (the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage“Required Lender Construction Agreements”). Tenant agrees thatthat the SNDA attached hereto as Exhibit J-2 contains the Required Lender Construction Agreements. If Landlord commences construction of Building G the Landlord’s Work (as evidenced by Landlord’s pulling of a building permit for the same and breaking ground on work for which a mechanic’s lien may be filed) without obtaining an SNDA containing the Required Lender Construction Agreements from the then-current holder of any deed of trust, upon mortgage, or ground lease affecting the request Property, then Tenant may terminate this Lease by written notice to Landlord given within ten (10) days of Landlord Tenant’s knowledge that such construction has commenced. However, for avoidance of doubt, no such SNDA shall be required (and no termination right shall apply) if there is no ground lease, deed of trust, or any Mortgagee named in such Mortgagemortgage encumbering the Property at the time that construction of the Leased Premises commences. Tenant hereby agrees, it will concurrently with Tenant’s execution of this Lease, to execute and deliver whatever instruments may be required for such purposes. Tenant will, to Landlord an SNDA substantially in the event form of Exhibit J-1 attached hereto, and Landlord agrees to cause Landlord’s existing mortgage lender to execute, have acknowledged, and either (a) have the same recorded in the Official Records of Santa Xxxxx County, or (b) deliver a complete original of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn same to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordTenant.

SUBORDINATION TO MORTGAGES. 6.01 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate to at all times to: (a) all ground or underlying leases now existing or which may hereinafter be executed affecting the Property; and (b) the lien or liens of all mortgages and deeds of trust in any Mortgage amount or amounts whatsoever now or hereafter placed on the Property or affecting the Building, Landlord’s interest or estate therein or on or against such ground or underlying leases and to all renewals, modifications, replacementsconsolidations, amendments replacements and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances each advance made or hereafter to be made thereunder, provided that the foregoing subordination in respect of any ground or underlying lease, mortgage or deed of trust placed on the Building after the date hereof shall not become effective until and unless the holder of such mortgage or deed of trust delivers to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in Tenant a Mortgage shall agree non-disturbance agreement reasonably acceptable to recognize the lease of Tenant in the event of foreclosure if Tenant is not in defaultTenant. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required within fifteen (15) Building Days (excluding Saturdays) demand any instruments, releases or other documents requested by any lessor or mortgagee for the purpose of subjecting and subordinating this Lease to such purposesground leases, mortgages or deeds of trust subject to the terms hereof. Tenant will, in the event of the sale or assignment of shall attorn to any party succeeding to Landlord's ’s interest in the Demised Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, provided such party agrees to be bound by the terms of this Lease. Tenant shall execute all such agreements reasonably acceptable to Tenant confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any mortgagee or lessor under a lien instrument or lease covering the Demised Premises whose address has been given to Tenant, and affording such mortgagee or lessor a reasonable opportunity to perform Landlord’s obligations hereunder. Notwithstanding the generality of the foregoing, any mortgagee or ground lessor may at any time subordinate any such deeds of trust, mortgages, other security instruments or ground leases to this Lease on such terms and conditions as such mortgagee or ground lessor may deem appropriate. If Tenant does not respond within the fifteen (15) Building Day period set forth above, Landlord may send a second notice requesting Tenant’s execution of the applicable document. If Tenant fails to respond to such second notice within five (5) Building Days (excluding Saturdays), Tenant hereby appoints Landlord its attorney in fact in its name, place and stead to execute any such subordination or attornment documents as described herein, and Tenant acknowledges and agrees that such appointment is irrevocable and coupled with an interest. 6.02 Contemporaneously after the execution of this Lease, Landlord shall cause a subordination, non-disturbance and attornment agreement substantially in the event of any proceedings brought form attached hereto as Exhibit G to be executed by Landlord and the current mortgagee for the foreclosure ofProperty and shall, or in the event upon receipt of the exercise of the power of sale under any Mortgage covering the BuildingTenant’s execution thereof, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to record the same extent and effect as the original Landlordprovide Tenant with a recorded copy thereof.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust. Landlord agrees to use reasonable efforts to obtain from such lessor or lender an agreement to recognize Tenant's rights under this Lease and not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordtrust.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject and subordinate to any Mortgage now or hereafter placed on or affecting all underlying ground leases and to all mortgages and deeds of trust which affect the BuildingBuilding and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any Lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant. Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or Lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying the Building and/or encumbering the Building as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject and subordinate to this Lease. However, if any lessor under any such future ground lease or any Lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within twenty (20) days after Landlord’s written request therefore, to execute, acknowledge and deliver to Landlord any and all documents or as requested by Landlord or such lessor or Lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust; but only if such lessor or Lender agrees to recognize Tenant’s rights under this Lease and not to disturb Tenant’s quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. Tenant’s failure to execute and deliver such subordination agreement within twenty (20) days after Landlord’s request therefore (after the passage of an additional five (5) day cure period after written notice to Tenant also agrees of such failure) shall be a material default by Tenant under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and sxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant’s failure to so deliver such subordination agreement in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend that any Mortgagee statement delivered pursuant to this Article may elect be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Building, the Project, or any interest therein. Landlord shall, within ninety (90) days of written request by Tenant following full execution of this Lease, use its best efforts to have this Lease prior to the lien of its Mortgagecause all mortgages, lenders, and in other parties currently holding a security interest affecting the event of such election Leased Premises to execute a recognition and upon notification by such Mortgagee to Tenant to non-disturbance agreement which (i) provides that effect, this Lease shall not be deemed prior terminated so long as Tenant is not in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent and effect as the original Landlord(ii) recognizes all of Tenant’s rights hereunder.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in writing to Tenant in a Mortgage shall agree non-disturbance agreement, to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in defaultdefault under this Lease. If Landlord assigns the Lease as security for a loan, Tenant also agrees that any Mortgagee may elect to have this Lease prior execute such documents as are reasonably requested by the lender and to the lien of its Mortgage, and provide reasonable provisions in the event Lease protecting such lender's security interest which are customarily required by institutional lenders making loans secured by a deed of trust, provided that such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to documents do not increase Tenant's monetary obligations or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlordmaterially increase Tenant's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlordnon-monetary obligations.

SUBORDINATION TO MORTGAGES. 1.1 This Lease and all of Tenant's rights hereunder are shall be subject and subordinate at all times to the lien of all mortgages and deeds of trust securing any Mortgage amount or amounts whatsoever which may now exist or hereafter be placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of against the Building or on or against Landlord’s interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any part thereof which includes such mortgage or deed of trust or of any other action or proceeding for the Premisesenforcement thereof, or by of any personsale thereunder, firm this Lease shall not be terminated or corporation intending extinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default exists under this Lease, and Tenant shall attorn to become a Mortgagee, Tenant the person who acquires Landlord’s interest hereunder through any such mortgage or deed of trust. Xxxxxx agrees to subordinate its rights under execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of all such mortgages and deeds of trust as may reasonably be required by Landlord, so long as the same includes a non-disturbance agreement in a form reasonably acceptable to Tenant. Tenant hereby acknowledges that, after the date hereof, Landlord may obtain secured financing for the Building secured by a mortgage or liens deed of trust. If any lender secured or to be secured by a mortgage or deed of trust should require, as a condition to such financing, either execution by Tenant of an agreement requiring Tenant to send such lender written notice of any Mortgage default by Landlord under this Lease, giving such lender the right to cure such default until such lender has completed foreclosure and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of preventing Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have from terminating this Lease prior to the lien of its Mortgageunless such default remains uncured after foreclosure has been completed, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date any modification of the Mortgage. Tenant agreements, covenants or conditions of this Lease, or both of them, then Xxxxxx agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will to execute and deliver whatever instruments may be such agreement or modification as required for by such purposes. Tenant willlender within ten (10) days after receipt thereof; provided, in however, that no such modification shall affect the event length of the sale Lease Term or assignment of Landlord's interest in increase the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale rent payable by Tenant under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original LandlordArticle 3 hereof.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage now all underlying ground leases, mortgages and deeds of trust which affect the Building or hereafter placed on or affecting the BuildingProperty and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof. However, provided if the Mortgagee named in a Mortgage lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord and such lessor or lender deem necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing the land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees to recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the lease of Tenant in the event of foreclosure if Leased Premises so long as Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord default under this Lease to the same extent Lease. Landlord will provide tenant nondisturbance right and effect as the original Landlordtenant shall have quiet enjoyment.

SUBORDINATION TO MORTGAGES. This Lease and all of Tenant's rights hereunder are is subject to and subordinate to any Mortgage all ground leases, mortgages and deeds of trust which affect the Building or the Property and which are now or hereafter placed on or affecting the Buildingthereon, and to all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewalsconsolidations, replacements and extensions thereof, provided without the Mortgagee named in a Mortgage necessity of the execution and delivery of any further instruments on the part of tenant to effectuate such subordination. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees advise Landlord that any Mortgagee may elect to have it desires or requires this Lease to be made prior to the lien of its Mortgageand superior thereto, and in the event of such election and upon notification by such Mortgagee to Tenant to that effectthen, this Lease shall be deemed prior in lien superior to the Mortgagelien of any such mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, and upon the written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or any Mortgagee named in reasonable documents or instruments which Landlord and such Mortgage, it will lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby acknowledges that Landlord holds a leasehold estate of the Property. Tenant hereby agrees to execute and deliver whatever instruments to Landlord and/or Landlord’s mortgagee or beneficiary named in said mortgage or deed of trust, within ten (10) days after Landlord’s request, a subordination and attornment agreement in such form as is requested by any existing or future mortgagee or beneficiary of Landlord, and any other evidence of attornment as Landlord’s lender may be from time to time request. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute such documents as are reasonably requested by the lender and to provide reasonable provisions in the Lease protecting such lender’s security interest which are customarily required by institutional lenders making loans secured by a deed of trust. Notwithstanding the foregoing (a) prior to February 1, 2007, Landlord shall use commercially reasonable efforts to obtain from any lenders or ground lessors of this Leased Premises a written agreement in form reasonably satisfactory to Tenant providing for such purposes. Tenant will, recognition of Tenant’s interests under this Lease in the event of a foreclosure of the sale lender’s security interest or assignment termination of the ground lease (an “SNDA”) and (b) the subordination of this Lease to a future ground lease or instrument of security shall be conditioned upon Tenant’s receipt from any such ground lessors or lenders such a recognition agreement. In the event Landlord is unsuccessful in obtaining such an SNDA from each of Landlord's interest ’s lender and Landlord’s ground lessor by February 1, 2007, Tenant shall have the right to terminate this Lease on the following terms and conditions: (i) Tenant must provide Landlord written notice of the exercise of Tenant’s right to terminate no later than March 1, 2007, time being strictly of the essence, and (ii) the Lease shall terminate on the termination date specified in the Building or in the event Tenant’s notice, which termination date shall be no earlier than 90 days after Tenant’s notice is deemed given to Landlord. Failure of any proceedings brought for the foreclosure of, or in the event Tenant to provide written notice of the exercise of the power right to terminate by March 1, 2007 shall be deemed a waiver by Tenant of sale under any Mortgage covering the Buildingits right to terminate, attorn to and recognize such purchaser or Mortgagee as Landlord under thereafter, this Lease to the same extent shall continue in full force and effect as the original and Tenant’s right to terminate hereunder and Landlord’s obligation to obtain such SNDAs shall each thereafter be void and of no further force or effect.