Common use of Subordination Clause in Contracts

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease The rights and claims of the rights holders of Tenant hereunder are expressly subject and subordinate the Tier 2 Notes (the Tier 2 Noteholders), of the holders of the Coupons (if any) relating thereto (such Coupons, the Tier 2 Coupons (which expression includes, where the context so admits, the Talons (if any) relating to such Coupons (the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Tier 2 Talons) and any renewalssuch holders, extensions, modifications, consolidations and replacements thereofthe Tier 2 Couponholders, which now or hereafter affect all or any portion expression includes, where the context so admits, the holders of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Tier 2 Talons) and of the Landlord Mortgage Trustee ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of the Trustee in its personal capacity under this Trust Deed) against the Issuer in respect of or arising under the Tier 2 Notes and the relative Tier 2 Coupons and this Trust Deed (including any amounts attributable to execute the Tier 2 Notes and deliver to Landlord the relative Tier 2 Coupons and this Trust Deed and any Landlord Lender at damages awarded for breach of any time and from time to time all such documents reasonably requested by Landlord obligations) will be subordinated, in the event of the Winding Up or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lendera Qualifying Procedure of the Issuer, to confirm the claims of all Senior Creditors (as defined in Clause 5(b)) but shall rank at least pari passu with the claims of Parity Creditors and with the claims of holders of all other subordinated obligations (including guarantee obligations) of the Issuer which by law rank, or effect such subordination includingby their terms are expressed to rank, without limitationpari passu with the Tier 2 Notes and/or Tier 2 Coupons and shall rank in priority to the claims of Junior Creditors, an SNDA substantially the claims of holders of all undated or perpetual, junior subordinated obligations (including guarantee obligations) of the Issuer and to the claims of holders of all classes of share capital of the Issuer and, accordingly, no amount shall be payable to the Tier 2 Noteholders or the Tier 2 Couponholders in respect of the Tier 2 Notes and the relative Tier 2 Coupons (if any) until the claims of all Senior Creditors admitted in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure Winding Up or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall Qualifying Procedure have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentbeen satisfied.

Subordination. This Lease Landlord has executed and the rights of Tenant hereunder are expressly subject delivered and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to may execute and deliver to Landlord and any Landlord Lender at any time and hereafter from time to time all a mortgage or trust deed in the nature of a mortgage, both being hereinafter referred to as a “Mortgage,” against any Parcel and improvements thereon or any interest therein. Landlord also may, subject to the approval of any Mortgagee (which approval Mortgagee, in its sole discretion, may withhold), hereafter sell and lease back any Property Location, or any part thereof, such documents reasonably lease of the underlying land herein called a “Ground Lease,” and the landlord under any such lease is herein called a “Ground Landlord.” If requested by the mortgagee or trustee under any Mortgage (both being hereinafter referred to as a “Mortgagee”) or by any Ground Landlord, Tenant will either (a) subordinate its interest in this Lease to said Mortgage or said Ground Lease, as the case may be, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements, supplements, amendments, modifications and extensions thereof, or (b) make certain of Tenant’s rights and interests in this Lease superior thereto; and Tenant will execute and deliver such agreement or agreements promptly, as may be reasonably approved by Tenant, Landlord or such Mortgagee, or such Ground Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in as the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereundercase may be. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Any Mortgage to which this Lease is subject and now or hereafter subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgageprovide, in whole effect, that during the time this Lease is in force all insurance proceeds and condemnation awards shall be permitted to be used for restoration in accordance with the provisions of this Lease. Notwithstanding anything herein to the contrary, as a condition to subordinating its rights and interests under this Lease to any such Mortgagee or such Ground Landlord, as the case may be, so long as no Default has occurred and is continuing, Tenant’s rights and interests under this Lease shall remain enforceable and undisturbed and Mortgagee or such Ground Landlord, as the case may be, shall enter into a subordination, non-disturbance and attornment agreement with Tenant, which agreement shall be substantially in the form attached hereto as Exhibit E, or in partsuch other form as may be reasonably approved by Tenant, to this Lease by recording a unilateral declaration to Landlord, such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification Mortgagee or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentGround Landlord.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to all mortgages, trust deeds, and ground and underlying leases (the lien of any mortgage “Underlying Mortgages”) which now exist or deed of trust constituting a lien on Landlord's fee interest in may hereafter be executed affecting the Premises ("Landlord Mortgage") Building Property and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereof, which now or hereafter affect all or any portion extensions of the Premises (except to the extent that any such Underlying Mortgages. This clause shall be self-operative and no further instrument expressly provides that this Lease is superior of subordination need be required by any mortgagee, ground lessor or beneficiary, affecting any Underlying Mortgage in order to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb make such subordination effective. Tenant, Tenant's right however, shall execute promptly any certificate or document that Landlord may request to possession effectuate, evidence or confirm such subordination, and use failure to do so shall be an Event of the Premises and Tenant's rights Default under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all if such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein failure continues for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request a second notice from Landlord following the expiration of the first 10 day period.. Notwithstanding the foregoing, Landlord agrees to provide to Tenant upon execution and delivery of this Lease, a non-disturbance agreement (“Non-Disturbance Agreement”) from each holder of an existing Underlying Mortgage (individually and collectively, a “Mortgagee”) whose encumbrance or lien affecting the Building Property is at such time superior to the leasehold estate created hereby. The final form of any documentation such Non-Disturbance Agreement shall be in a commercially reasonable form reasonably required agreed upon by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, Tenant and provided by the holder of any Landlord each Underlying Mortgage who is required to which this Lease is subject provide a Non-Disturbance Agreement, and subordinate shall have the rightwhich, at its sole optiona minimum, at any time, to subordinate and subject the Landlord Mortgageshall contain, in whole or substance, those provisions set forth in part, Exhibit “M” attached hereto. Landlord represents and warrants to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms as of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgageexecution and delivery of this Lease, unless such Landlord Lender has consented there are no Underlying Mortgages now affecting the Land, Project and/or the Building which are superior to such material modification or amendmentthis Lease. Tenant hereby agrees that after Notwithstanding anything to the date contrary contained herein, with respect to any Underlying Mortgage hereafter executed affecting the Building Property, this Lease shall be subordinated thereto only if the Mortgagee enters into a commercially reasonable form of such Landlord Mortgagesubordination, non-disturbance and attornment agreement reasonably approved by Landlord, Tenant and such Mortgagee and which, at a minimum, shall not pay to Landlord any installment of Base Rent more than one (I) month contain, in advance of the due date thereofsubstance, unless Landlord Lender shall consent to such prepaymentthose provisions set forth in Exhibit “M” attached hereto.

Subordination. This Lease and all of the rights of Tenant Lessee hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest (all such mortgages or deeds of trust hereinafter collectively called “Mortgage”) that may now or in the Premises ("Landlord Mortgage") future encumber the Leased Premises, and any to all renewals, extensions, modifications, consolidations consolidations, replacements, and replacements extensions thereof, which now or hereafter affect all or any portion . Lessor represents and warrants that it has requested the Mortgagee of the Leased Premises (except to the extent that any such instrument expressly provides that execute a non-disturbance agreement acceptable to Lessee recognizing this Lease is superior to it); provided and agreeing, for itself and its successors and assigns, that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Lessee is not in default in the payment of rent or the performance and observance of all covenants, conditions, provisions, terms and agreements to be performed and observed by Lessee hereunder, that such Mortgagee shall be no Event not interfere with, hinder or impair Lessee’s right to quiet enjoyment under this Lease, nor the right of Default on behalf Lessee to continue to occupy the Leased Premises, and all portions thereof and to conduct its business thereon in accordance with the covenants, conditions, provisions, terms and agreements of Tenant hereunderthis Lease. Tenant Lessor further agrees to cooperate in any and all reasonable ways in attempting to secure a non-disturbance agreement from the current Mortgagee of the Leased Premises. If the current Mortgagee agrees to execute and deliver such a non-disturbance agreement, upon receipt by Lessee of such a non-disturbance agreement, Lessee shall, at Lessor’s request, promptly execute any certificate or instrument that Lessor may request evidencing such subordination. If such a non-disturbance agreement is executed by the current Mortgagee, Lessor agrees not to Landlord and execute any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord additional or Landlord's Lenderreplacement Mortgage (not including required periodic renewals of the currently existing Mortgage, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially a replacement Mortgage in the form attached as Exhibit E; event the current Mortgagee determines to terminate or not renew the current Mortgage) without obtaining the same non-disturbance agreement from the proposed mortgagee. Lessor and Lessee acknowledge that a non-disturbance agreement will not be provided that such Landlord Lender agrees by Mortgagee if the Lessee is a related party to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderborrower or guarantor under the current Mortgage. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable provision herein to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1contrary, the holder lien of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender Mortgagee shall not cover Lessee’s Property located in or on the Leased Premises. No Mortgagee shall be bound to the terms by (a) any payment of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent rentals for more than one (I1) month in advance advance, except prepayments in the nature of security for the due date thereofperformance by Lessee of its obligations under this Lease, unless Landlord Lender shall or (b) any amendment or modification of this Lease made without the written consent to of such prepaymentMortgagee.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust constituting a lien on which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's fee interest and estate in any of said items, is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and reserves the right to subordinate any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion of the Premises (except such liens to the extent that this Lease. If any such instrument expressly provides that this Lease ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is superior foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to it); provided that attorn to and become the holder tenant of the Landlord Mortgage ("Landlord Lender") agrees such successor in writing not to disturb Tenant, which event Tenant's right to possession and use of the Premises and Tenant's will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease so long as there shall be no Event of Default on behalf and the obligations of Tenant hereunderhereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and in the form reasonably required by Landlord, any Landlord Lender at any time and from time to time all such additional documents reasonably requested by Landlord evidencing the priority or Landlord's Lender, which are reasonably acceptable to Tenant subordination of this Lease and Tenant's Lender, attornment agreement with respect to confirm any such ground lease or effect underlying leases or the lien of any such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that mortgage or deed of trust. If Tenant fails to sign and return any such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E, together with such changes as Lender may reasonably require; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF TE Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I1) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This 16.1.1. Unless a Mortgagee otherwise shall elect as provided in subsection 16.2, the Tenant’s rights under this Lease are and the rights of Tenant hereunder are expressly shall remain subject and subordinate to the lien operation and effect of any mortgage or mortgage, deed of trust or other security instrument constituting a lien upon the Premises, and/or the Project, whether the same shall be in existence on Landlord's fee interest in the Premises date hereof or created hereafter ("Landlord any such lease, mortgage, deed of trust or other security instrument being referred to herein as a “Mortgage") ,” and any renewals, extensions, modifications, consolidations and replacements thereof, which now the party or hereafter affect all or any portion parties having the benefit of the Premises (except same, whether as beneficiary, trustee or noteholders being referred to the extent that any such hereinafter collectively as “Mortgagee”). The Tenant’s acknowledgment and agreement of subordination as provided for in this section is self-operative and no other instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there subordination shall be no Event of Default on behalf of required; however, the Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendershall execute, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request therefor, a document providing for such further assurance thereof and for such other matters as shall be requisite or as may be requested from time to time by the Landlord or any documentation reasonably required by any TF Lender or Tenant LenderMortgagee. Within fifteen (15) days of full execution of this Lease, which are reasonably acceptable to Landlord and any Landlord LenderTenant agree to execute a Subordination, to confirm Attornment and Non-Disturbance Agreement in substantially the priority form attached hereto as Exhibit H, being the form of such lender's interests. Notwithstanding the provisions of this Section 17.1agreed as approved by Xxxxx Bank, the holder current first Mortgagee of any the Project. Landlord Mortgage and Tenant hereby agree to which this execute a Collateral Assignment of Lease in substantially the form attached hereto as Exhibit E being the form of such agreed upon by Landlord and Tenant and approved by Prudent Capital I, LP, a lender to K.P. Sports, Inc. Landlord and Tenant further agree to execute such other Collateral Assignment of Lease is subject and subordinate shall have substantially the rightsame form as Exhibit E as may be requested by a lender of K.P. Sports, at its sole optionInc. Upon request of a lender of Tenant, at any time, to subordinate and subject Landlord will provide Tenant’s lender with essentially the same information requested by Landlord Mortgage, of Tenant in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms form of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.estoppel certificate attached hereto as Exhibit I.

Subordination. This During the term of this Lease and Agreement, IAMSA shall have the rights of Tenant hereunder are expressly subject and subordinate right to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee encumber its interest in the Premises ("Landlord Mortgage") Leased Property or in this Lease Agreement for any purpose it deems convenient and COMPANY shall and hereby does subordinate its interest in this Lease Agreement and in the Leased Property to such encumbrances. However, in the event such encumbrances are foreclosed upon or judicially enforced, the one who holds the encumbrance shall agree to respect this Lease Agreement and accept the performance by COMPANY of its obligations hereunder. COMPANY shall execute any renewalsagreement in commercially reasonable form which may be required by IAMSA in confirmation with such subordination and submit whatever public finance data may be reasonably requested of COMPANY by any trust insurance company, extensionsbank or other recognized lending institution providing financing to IAMSA that is secured by IAMSA’s interest in the Leased Property or this Lease Agreement. Once IAMSA shall have notified COMPANY in writing that the former has assigned its interest in this Lease Agreement to any lending institution as security for a debt or other obligation of IAMSA, modificationsIAMSA shall not have the power to amend this Lease Agreements so as to reduce the rent, consolidations and replacements thereofdecrease the term or modify or negate any substantial obligation without the written consent of such lending institution. Such obligation shall continue until the lending institution has notified COMPANY in writing that such assignment has been terminated, which now or hereafter affect all or any portion in the understanding that if IAMSA fails to obtain such lending institution’s approval to carry out the foregoing, the amendment of the Premises (except to terms above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees lending institution shall notify COMPANY in writing not requiring the payment of rents hereunder directly to disturb Tenantsuch lending institution or its representative, Tenant's right then COMPANY shall be obligated to possession and use of the Premises and Tenant's rights pay such lending institution or its representative each subsequent rental that may become due under this Lease so long as there shall be no Event Agreement (together with any unpaid rent then past due), until the date on which such lending institution notifies COMPANY authorizing payment of Default on behalf of Tenant hereunderrent to IAMSA or other party entitled thereto. Tenant COMPANY understands and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially that except for the advanced rental payments provided for in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and Agreement, at the rights request of Tenant set forth herein for so long as there IAMSA, COMPANY shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage provide a statement within twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (1020) days after IAMSA’s request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm therefor that no such advanced payment has been made; such document shall be binding upon COMPANY as against the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage lending institution to which this Lease is subject and subordinate shall have Agreement may be assigned. In addition, the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender lending institution shall not be bound to recognize those payments made to IAMSA after the terms of COMPANY has received notice requiring payments to be made to such lending institutions, and IAMSA hereby (i) authorizes COMPANY to conclusively rely on any material modification statement from such lending institution or amendment of other lender regarding where additional payments under this Lease entered into after Agreement must be delivered and (ii) releases COMPANY from any and all claims, costs, expenses and liability from COMPANY’s compliance with the date direction of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification lending institution or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentlender.

Subordination. This Lease and the The rights of Tenant hereunder under this Lease are expressly subject and shall be, at the option of Landlord, either subordinate or superior to the lien of any mortgage or deed of trust (including a consolidated mortgagee or deed of trust) constituting a lien on the Premises, Building or Project, or Landlord's fee interest in therein or any part thereof, whether such mortgage or deed of trust has heretofore been, or may hereafter be, placed upon the Premises ("Landlord Mortgage") by Landlord, and to any renewals, extensions, modifications, consolidations and replacements thereof, which now ground or hereafter affect all master lease if Landlord's title to the Premises or any portion part thereof is or shall become a leasehold interest. To further assure the foregoing subordination or superiority, Tenant shall, upon Landlord's request, together with the request of any mortgagee under a mortgage or beneficiary under a deed of trust or ground or master lessor, execute any instrument (including without limitation an amendment to this Lease that does not materially and adversely affect Tenant's rights or duties under this Lease), or instruments intended to subordinate this Lease, or at the Premises (except option of Landlord, to the extent that make it superior to any mortgage, deed of trust, or ground or master lease. Notwithstanding any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination, Tenant's right to possession and use of occupy the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees pursuant to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in effect for the full force and effect Term as long as Tenant is not in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsdefault hereunder. Notwithstanding anything to the provisions contrary in this Lease, this Lease shall not be subject to or subordinate to any ground or underlying lease or to any lien, mortgage, deed of trust, or security interest now or hereafter affecting the Premises, nor shall Tenant be required to execute any documents subordinating this Section 17.1Lease, unless the ground lessor, lender, or other holder of any Landlord Mortgage the interest to which this Lease is subject would or shall be subordinated executes a recognition and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to nondisturbance agreement which (i) provides that this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of terminated so long as Tenant is not in default under this Lease entered into after and (ii) recognizes all of Tenant's rights hereunder, (subject to normal and customary restrictions imposed by lenders in connection therewith, including without limitation agreement that the date of such Landlord Mortgage, unless such Landlord Lender has consented lender will not be required to such material modification honor security deposits not delivered to lender by its borrower or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent be bound by rental paid more than one (I) month in advance of or by amendments executed without the due date thereof, unless Landlord Lender shall consent to such prepaymentlender's consent).

Subordination. This Lease is and the rights of Tenant hereunder are shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust constituting a lien on Landlord's encumbering fee interest in title to the Premises ("Landlord Mortgage") and Leased Premises. If any renewalssuch mortgage or deed of trust be foreclosed, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion upon request of the Premises (except mortgagee or beneficiary, as the case may be, Tenant will attorn to the extent purchaser at the foreclosure sale. The foregoing provisions are declared to be self- operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that any such instrument expressly provides that subordination of this Lease is superior to it); provided any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, agreeing that the holder Tenant’s occupancy of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Leased Premises and Tenant's other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as there Tenant is not in Default under this Lease. Within ten business days following receipt of a written request from Landlord, Tenant shall be no Event execute and deliver to Landlord, without cost, any customary instrument reasonably acceptable to Tenant that Landlord deems reasonably necessary or desirable to confirm the subordination of Default on behalf this Lease. Prior to or promptly following the execution of Tenant hereunder. Tenant agrees this Lease, Landlord shall use commercially reasonable efforts to cause the current mortgagee relative to the Leased Premises to execute and deliver to Landlord a subordination, non-disturbance and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably attornment agreement in a form acceptable to Tenant in its commercially reasonable discretion, and upon the agreement as to such form it shall be attached hereto as Exhibit F (the “SNDA”); provided, however, Tenant shall be responsible, at Tenant's Lender’s expense, for recording such SNDA in the appropriate real estate records (unless Landlord’s lender requires recordation (in which case the expense of recording shall be a Landlord expense)) and, if requested by Landlord, terminating such SNDA of record upon the expiration or earlier termination of this Lease; and provided, further, that if Landlord, Tenant, and Landlord’s lender are unable to confirm or effect such subordination including, without limitation, agree on an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)after good faith negotiations, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender it shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenta default by either party hereunder.

Subordination. This Lease is and the rights of Tenant hereunder are expressly shall at all times be and remain subject and subordinate to the lien of any future mortgage (and to any and all advances made thereunder) upon the Property or deed Premises, unless Landlord requires this Lease to be superior to any such mortgage. Tenant shall execute and return to Landlord any and all documentation reasonably required by Landlord to evidence the subordination (or superiority) of trust constituting a lien this Lease to any such mortgage. Tenant hereby agrees to pay to Landlord as liquidated damages an amount equal to Two Hundred Fifty Dollars ($250.00) per day for each day on which Tenant fails to return any such documentation requested pursuant to the preceding sentence, after not less than forty-eight (48) hours notice from Landlord that Tenant has failed to return any such documentation within ten (10) days after Landlord's fee interest written request therefor. In the event of subordination of this Lease, Landlord will obtain a written non-disturbance agreement in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents form reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable satisfactory to Tenant and Tenant's Lendersuch lender, to confirm or effect such subordination includingproviding, without limitation, an SNDA substantially that (A) in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize event of a foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant set forth herein for hereunder shall not be disturbed but shall continue in full force and effect so long as there shall not be no an Event of Default on behalf in existence hereunder, and (B) such holder will agree that in the event it shall be in possession of the Premises, that so long as Tenant shall observe and perform all of the obligations of Tenant hereunderto be performed pursuant to this Lease, such Mortgagee will perform all obligations of Landlord required to be performed under this Lease. Notwithstanding So long as such non-disturbance agreement was delivered to Tenant, in the event any foreclosure proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage made by the Landlord Mortgage (covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or transfer by to the grantee of a deed in lieu thereof)of foreclosure, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender recognize such purchaser or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject grantee as the Landlord Mortgage, in whole or in part, to under this Lease by recording a unilateral declaration to such effectLease. Tenant hereby agrees that no mortgagee or its successor shall be (i) bound by any Landlord Lender shall not be bound to the terms payment of any material modification Rent or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Additional Rent for more than one (I1) month in advance advance, (ii) bound by any amendment or modification of this Lease made without the due date consent of Landlord's mortgagee or its successor, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant's occupancy, or (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord. The word "mortgage" as used herein includes mortgages, deeds of trust and any sale-leaseback transactions, or other similar instruments, and modifications, extensions, renewals, and replacements thereof, unless Landlord Lender shall consent to such prepaymentand any and all advances thereunder.

Subordination. This Lease and Landlord certifies that, as of the rights Effective Date, it has not entered into or granted any ground lease, mortgage, deed of Tenant hereunder are expressly subject and subordinate to the lien trust, or other security instrument of any mortgage or deed of trust constituting a lien on Landlord's fee interest in kind that encumbers the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all Project or any portion thereof for the benefit of any third party to secure any financing transaction to which Landlord or any affiliate is a party (collectively, an “Encumbrance”). From and after the Effective Date, if the holder of any Encumbrance (“Holder”) desires that this Lease be subordinate to said Encumbrance, Landlord shall cause the Holder thereof to deliver to Tenant a subordination, non-disturbance and attornment agreement (the “SNDA”) on such form as then generally used by the Holder, and providing for customary nondisturbance language, which (1) may contain exclusions with respect to certain obligations of Landlord not assumed by the Holder as well as extensions of time for the Holder to cure any defaults of Landlord under this Lease before Tenant is entitled to exercise any remedies available to it under this Lease, at law or in equity) to the effect that, notwithstanding such subordination, Tenant’s right to quiet possession of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease be disturbed so long as there Tenant shall pay the Rent and all other sums due hereunder and observe and perform all of the provisions of this Lease to be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute observed and deliver to Landlord performed by Tenant, and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided (2) shall provide that such Landlord Lender agrees to recognize Holder recognizes this Lease Lease, and the rights of Tenant set forth herein for that so long as there the Lease shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect (a) the Lease and Tenant’s leasehold interest will not be extinguished or terminated nor will the possession or rights thereunder of Tenant be disturbed, affected, or impaired by the foreclosure of such mortgage arising out of any default thereunder or by delivery of a deed in accordance lieu of foreclosure of such mortgage or otherwise or by termination of such ground lease or default by Landlord thereunder; (b) Tenant shall not be named or joined as a party defendant or otherwise in any proceeding for the foreclosure of any such mortgage or to enforce any rights thereunder or any proceeding to enforce any rights under any such ground lease; (c) all condemnation awards and payments and all proceeds of insurance paid or payable with its termsrespect to the Premises shall be applied and used in the manner set forth in the Lease; and (d) neither the mortgage nor any other security instrument executed in connection therewith nor any ground lease shall cover or be construed as subjecting in any manner to the lien thereof of any trade fixtures, business equipment, signs, or other personal property at any time supplied or installed by Tenant in or on the Premises, regardless of the manner or mode of attachment thereof to the Premises. Landlord All nondisturbance agreements shall acknowledge that, to the extent the Improvement Allowance (including allowances for expansion, renewals, and any Landlord Lender initial construction) is not fully funded by Landlord, Tenant may deduct the amount of the unfunded portion of the Improvement Allowance, subject to Exhibit C-1. Tenant shall execute and deliver such instrument to Landlord within ten (10) days after request Business Days following demand by Landlord. Any cost or fee required to be paid to Holder to obtain the SNDA, including any documentation reasonably attorneys’ fees incurred in the negotiation thereof, shall be paid for by Tenant, as and when requested by Holder; provided, however, Landlord shall pay for any application or processing fee required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to under the terms of any material modification or amendment its loan documents with Holder as a condition to the issuance of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentan SNDA.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee, as the case may be, may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the provisions of this Section 17.1Landlord shall request that a subordination, the holder of any Landlord Mortgage to which this Lease is subject non-disturbance and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, attornment agreement (an “SNDA”) applicable to this Lease be provided by recording a unilateral declaration to such effectLandlord’s presently existing Mortgagee and from future Mortgagees. Tenant hereby agrees that shall pay any Landlord Lender shall not be bound to the terms fee or costs of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless Mortgagee with respect to any such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentSNDA.

Subordination. This Lease and the all rights of Tenant hereunder are expressly and shall be subject and subordinate to any Ground Lease and all other Property Documents. Further, pursuant to, and subject to, the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Subordination, Nondisturbance and any renewalsAttornment Agreement, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion dated as of the Premises date hereof, by and between the Initial Landlord’s Lender and Tenant, (except to the extent that any such instrument expressly provides that i) this Lease is superior and all rights of Tenant hereunder are and shall be subject and subordinate to it); provided that the holder any Lien created in favor of the Landlord Mortgage Initial Landlord’s Lender in connection with the Initial Landlord’s Debt and ("Landlord Lender"ii) agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf exists, Tenant’s possession of the Leased Property and its rights hereunder shall not be diminished, disturbed or interfered with by Initial Landlord’s Lender, and Tenant’s occupancy of the Leased Property shall not be disturbed by any reason whatsoever during the term of this Lease or any extensions or renewals thereof. This Lease and all rights of Tenant hereunder. hereunder shall be senior to any future Lien created in favor of any Landlord’s Lender other than the Initial Landlord’s Lender; provided that Tenant agrees to execute enter into a “subordination, nondisturbance and deliver to Landlord attornment agreement” agreement with such Landlord’s Lender substantially on the same terms and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which conditions as are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially contained in the form attached hereto as Exhibit E; provided that C or such Landlord other terms and conditions upon which Tenant and such Landlord’s Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentmay agree.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject is junior, subject, and subordinate to the lien to, all ground leases, mortgages, deeds of trust, and other security instruments of any mortgage kind now encumbering the Premises, the portion of the Project owned by Landlord or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") any part thereof and any all renewals, extensionsreplacements, modifications, consolidations and replacements thereofextensions of any of the foregoing. Landlord reserves the right to place liens and other encumbrances on the Premises, which the portion of the Project owned by Landlord or any part thereof or interest therein superior in lien and effect to this Lease. This Lease, at the option of Landlord, shall be subject and subordinate to any and all such liens or encumbrances now or hereafter affect all or any portion imposed by Landlord without the necessity of the Premises (except execution and delivery of any further instruments on the part of Tenant to the extent that any effectuate such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination. Notwithstanding such subordination, Tenant's right to quiet possession and use of the Premises shall not be disturbed by any encumbrances so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, unless this Lease is terminated pursuant to specific provisions relating thereto contained in this Lease. In the event of the foreclosure of any such lien or encumbrance, or the transfer of title to or Landlord's rights leasehold interest in the Premises or the portion of the Project owned by Landlord, Tenant shall attorn to the transferee, and will recognize such transferee as Landlord under this Lease so long provided that Tenant's right to quiet possession of the Premises is not affected solely as there shall be no Event a result of Default on behalf such foreclosure or transfer and that Tenant receives a notice from Landlord informing Tenant of Tenant hereundersuch change. Tenant further agrees to execute and deliver any documents required to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably effectuate an attornment or a subordination as requested by Landlord or Landlord's Lenderlender, which are reasonably acceptable to Tenant including without limitation the Subordination, Attornment, and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA Non-Disturbance substantially in the form attached as Exhibit "E; provided that " attached hereto. Tenant's failure to execute such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) days after request any documentation reasonably required written demand at Landlord's election shall constitute a material non-curable default by any TF Lender Tenant hereunder, or Landlord may execute such documents on behalf of Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderas Tenant's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectattorney-in-fact. Tenant does hereby agrees that any make, constitute, and irrevocably appoint Landlord Lender as Tenant's attorney-in-fact and in Tenant's name, place, and stead to execute such documents in accordance with this Paragraph 26.1 and such documents shall not thereafter be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentconclusively binding on Tenant.

Subordination. This Lease All claims of the Holder to principal, interest and the rights any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated in right of Tenant hereunder are expressly subject and subordinate payment, as herein set forth, to the lien prior payment in full of all Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment, exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any mortgage of the Senior Indebtedness has been accelerated and such acceleration has not been waived or deed of trust constituting a lien on Landlord's fee interest such Senior Indebtedness has not been paid in full; provided, however, that (x) in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Landlord Mortgage Holder may accelerate the indebtedness evidenced by this Note, and ("Landlord Lender"y) agrees in writing not to disturb Tenant, Tenant's right to possession and use if the Company is permitted under the terms of the Premises Senior Indebtedness to pay an amount due and Tenant's rights owing under this Lease Note and fails to make such payment, then so long as there the terms of the Senior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be no Event entitled to rely on the subordination provisions set forth in this Note. Upon the request of Default on behalf the Company or any holder of Tenant hereunder. Tenant agrees to Senior Indebtedness, the Holder shall confirm (in writing) the above subordination provisions and shall execute and deliver to Landlord and such additional subordination agreements as any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have Senior Indebtedness may require. For purposes hereof, “Senior Indebtedness” means, all indebtedness of the rightCompany, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after whether outstanding on the date of such Landlord Mortgagethe execution of this Note or thereafter created, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagefollowing lenders to the Company: SILAC Insurance Company, Tenant shall not pay to Landlord any installment of Base Rent more than one (Leonite Capital LLC, Leonite Fund I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.LP and Mast Hill Fund, L.P.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, which now but upon request from either Tenant or hereafter affect all or any portion the Mortgagee under such subsequently arising Mortgage, the parties shall execute a commercially reasonable subordination and attornment agreement in favor of the Premises (except Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a 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 extent event of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder of foregoing shall not release the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderapplicable prior landlord from any liability for those obligations. Tenant agrees to execute acknowledges that Landlord’s Mortgagees and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which their successors-in-interest are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially intended third party beneficiaries of this Section 13.1. Nothing contained in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the foregoing provisions of this Section 17.113.1, the holder however, shall relieve any Mortgagee from responsibility for those obligations of any Landlord Mortgage to which “Landlord” under this Lease is subject and subordinate shall have the right, at its sole option, at any time, which are to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration be performed subsequent to such effect. Mortgagee taking title to or possession of the Premises, provided that Tenant hereby agrees that shall give a “new” notice of default to such Mortgagee in connection with any Landlord Lender default of such obligations, and such Mortgagee shall not be bound thereafter afforded the benefit of the applicable “cure” rights pursuant to the terms of any material modification or amendment Section 14.5 of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to any underlying ground leases, mortgages, charges and deeds of trust which affect the lien Leased Premises and are of public record as of the Commencement Date, and to all renewals, modifications, consolidations, supplements, replacements and extensions thereof. However, if the lessor under any mortgage such lease or any Lender holding such mortgage, charge or deed of trust constituting a lien on shall advise Landlord that it desires or requires this Lease to be 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 or such lessor or Lender deems necessary or desirable to make this Lease prior thereto. At Landlord's fee interest in ’s election, this Lease shall become and thereafter remain subject and subordinate to any and all future mortgages, charges or deeds of trust affecting the Leased Premises ("Landlord Mortgage") which may hereafter be executed and placed of public record after the Commencement Date, or any renewals, extensions, modifications, consolidations and consolidations, supplements, replacements or extensions thereof, which now for the full amount of all advances made or hereafter affect all or any portion of the Premises (except to be made thereunder and without regard to the extent that any time or character of such advances, so long as the Lender holding the security instrument expressly provides that to which this Lease is superior to it); provided be subordinated agrees that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb it will recognize Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease and not disturb its quiet possession of the Leased Premises so long as there shall be no Event of Default on behalf of Tenant is not in default hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderagrees, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days after Landlord’s written request any documentation reasonably required by any TF Lender or Tenant Lendertherefor, which are reasonably acceptable to execute, acknowledge and deliver to Landlord any and any all documents or instruments requested by Landlord Lender, or such Lender as may be reasonably necessary or proper to confirm assure the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after the date to any such mortgage, charge or deed of trust; provided that such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant documents and instruments shall not pay impose upon Tenant obligations other than those set forth in this Lease and further provided that Tenant has received or contemporaneously receives a written document in form and substance reasonably sufficient to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent evidence such Lender’s agreement to such prepaymentrecognize Tenant’s rights as above provided.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien Except as otherwise provided in this Section 13.7, any indebtedness of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which Borrower now or hereafter affect owing to any other Borrowers is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Lender, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the request of Lender, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Lender all or any portion part of such subordinated indebtedness and any amount so paid to Lender at its request shall be applied to payment of the Premises (except Obligations. Each payment on the indebtedness of any Borrower to the extent that other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrowers as trustee for Lender and shall be paid over to Lender immediately on account of the Obligations, but without otherwise affecting in any manner any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, TenantBorrower's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale liability under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and Lender shall be entitled to all of any such Borrower's rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Lender, as such Borrower's attorney-in-fact, is hereby authorized to do so in Borrowers' name or, in Lender's discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Lender's nominee. In all such cases, whether in administration, bankruptcy or otherwise, the holder of person or persons authorized to pay such claim shall pay to Lender the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any Landlord Mortgage such Borrower hereby assigns to Lender all such Borrower's rights to any payments or distributions to which this Lease such Borrower otherwise would be entitled. If the amount so paid is subject and subordinate shall have greater than any such Borrower's liability hereunder, Lender will pay the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound excess amount to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentparty entitled thereto.

Subordination. Subject to Tenant’s receipt of a commercially reasonable SNDA, This Lease and Tenant’s interest in the rights of Tenant hereunder are expressly Premises shall be subject and subordinate to the lien all ground and underlying leases and all mortgages, deeds of any mortgage trusts or deed of trust constituting other security agreements (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"“Security Instrument”) and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect the Premises and to any and all advancements to be made thereunder and to all renewals, modifications, consolidations, replacements, and extensions thereof, whenever made or recorded. Notwithstanding the foregoing, Landlord shall obtain, (a) within sixty (60) days after the mutual execution and delivery of this Lease with respect to any portion existing Security Instrument and (b) within sixty (60) days following the date of any new Security Instrument, a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”). The form of SNDA attached hereto as Exhibit F and the provisions thereof are hereby deemed acceptable to Landlord and Tenant. If Landlord fails to obtain an SNDA in accordance with the immediately preceding sentence, Tenant may terminate this Lease upon notice to Landlord prior to receiving the SNDA. Tenant shall reasonably cooperate with Landlord and any lender which is acquiring a security interest in the Premises or the Lease. Tenant shall execute such further commercially reasonable documents and assurances as such lender may require, provided that Tenant’s obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed material), and Tenant shall not be deprived of its rights under this Lease. Tenant’s right to quiet possession of the Premises (except to during the extent that any such instrument expressly provides that this Lease is superior to it); provided that Term shall not be disturbed if Tenant pays the holder rent and performs all of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights ’s obligations under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderand is not otherwise in default beyond applicable notice and cure periods. Tenant agrees If any ground lessor, beneficiary or mortgagee elects to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize have this Lease superior to the lien of its ground lease, deed of trust or mortgage and the rights gives written notice thereof to Tenant, subject to Tenant’s receipt of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)a SNDA, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender be deemed superior to such ground lease, or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which mortgage whether this Lease is subject and subordinate shall have the right, at its sole option, at any time, dated prior or subsequent to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgagesaid ground lease, unless such Landlord Lender has consented to such material modification deed of trust or amendment. Tenant hereby agrees that after mortgage or the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date recording thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”) so long as the holder of the Mortgage or Primary Lease agrees not to disturb Tenant’s use and enjoyment of the Premises provided that Tenant is not in default of its obligations under this Lease beyond any applicable cure period. Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of by so notifying Tenant in writing. Provided the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant requirements set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)above are satisfied, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagebe required; however, in whole confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Landlord shall deliver to Tenant a subordination, non-disturbance, and attornment agreement(s) from its Landlord Mortgagee(s) in a form reasonably acceptable to Tenant within five (5) business days following the date of such Landlord enters into a Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease At the option of Landlord, this Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the lien Building or the Project now or hereafter existing and each of the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to all mortgages or deeds of trust which may now or hereafter affect the Building, the Project or any of such leases and each of the terms, covenants and conditions thereto (the “Superior Mortgage(s)”), whether or not such mortgages or deeds of trust shall also cover other land, buildings or leases, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust and spreaders and consolidations of such mortgages or deeds of trust. The lessor under a Superior Lease or its successor in interest is herein called “Superior Lessor”; and the holder of a Superior Mortgage is herein called “Superior Mortgagee.” This Paragraph shall be self-operative and no further instrument of subordination shall be required. Within ten (10) business days after request therefore, Tenant shall execute, acknowledge and deliver any reasonable instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except their respective successors in interest may reasonably request to evidence such subordination. If any Superior Lessor or Superior Mortgagee shall succeed to the extent that any rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (such instrument expressly provides that this Lease is superior party so succeeding to itLandlord’s rights herein called “Successor Landlord”); provided that , then at the holder election of the such Successor Landlord, Tenant shall attorn to and recognize such Successor Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb as Tenant, Tenant's right to possession and use of the Premises and Tenant's rights ’s landlord under this Lease so long as there (without the need for further agreement) and shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to promptly execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided reasonable instrument that such Successor Landlord Lender agrees may request to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderevidence such attornment. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)In such event, this Lease shall remain continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in accordance with this Lease, except that the Successor Landlord shall not (a) be liable for any previous act or omission of Landlord under this Lease, except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, not expressly provided for in this Lease; (c) be bound by any previous modification of this Lease or by any previous prepayment of more than one month’s Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or predecessor in interest); or (d) be liable or responsible for the retention, application or return of the Security Deposit, unless and until Successor Landlord actually receives the full amount of the Security Deposit for its termsown account. Landlord represents and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender warrants that, as of the Lease Date, there are no Superior Leases or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm Superior Mortgages affecting the priority of such lender's interestsBuilding or the Project. Notwithstanding the foregoing provisions of this Section 17.1Paragraph 31, if a Superior Lease or Superior Mortgage is hereafter placed against or affecting any or all of the holder Building or the Premises or any or all of any Landlord Mortgage to which this Lease is subject the Building and subordinate shall have the right, at its sole option, improvements now or at any timetime hereafter constituting a part of or adjoining the Building, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification Superior Lease or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Superior Mortgage shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentbe conditioned on a commercially reasonable non-disturbance agreement.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively "encumbrances") which may now affect the lien Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalstrust, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except Holder agrees to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and recognize Tenant's rights under this Lease so as long as there shall be no Event Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of Default on behalf of Tenant hereunderthis Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request Landlord's written request, Tenant shall execute any documentation reasonably documents required by Landlord or the Holder to make this Lease subordinate to any TF Lender or lien of the Encumbrance. If Tenant Lenderfails to do so, which are reasonably acceptable then in addition to Landlord and any Landlord Lendersuch failure constituting a default by Tenant, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which it shall be deemed that this Lease is subject so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section, Tenant hereby attorns and subordinate shall have agrees to attorn to any entity purchasing or otherwise acquiring the right, at its sole option, Premises at any time, to subordinate and subject the Landlord Mortgage, in whole sale or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound other proceeding or pursuant to the terms exercise of any material modification other rights, powers or amendment of this Lease entered into after the date of remedies under such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentencumbrance.

Subordination. This Lease and Subject to the payment in full of all Senior Indebtedness of the Company, the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion Holders of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Notes shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees subrogated to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Notes shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed paid in lieu thereof)full; and, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm for the priority purposes of such lender's interests. Notwithstanding subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Section 17.1Article VI, and no payment over pursuant to the provisions of this Article VI, to or for the benefit of the holders of such Senior Indebtedness by Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the Holders of the Notes, be deemed to be a payment by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article VI are and are intended solely for the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of Senior Indebtedness of the Company on the other hand. Nothing contained in this Article VI or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Holders of the Notes the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this Article VI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article VI, the holder Trustee, subject to the provisions of Section 8.01 of the Indenture, and the Holders of the Notes, shall be entitled to rely upon any Landlord Mortgage order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to which this Lease is subject the Trustee or to the Holders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness of the Company, the amount thereof or payable thereon, and subordinate shall have the rightany other, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole facts pertinent thereto or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentArticle VI.

Subordination. This Lease and the Tenant’s interest and rights of Tenant hereunder are expressly hereby made and shall be subject and subordinate at all times to the lien of any mortgage Mortgage now existing or deed of trust constituting a lien hereafter created on Landlord's fee interest in or against the Premises ("Landlord Mortgage") Project or the Premises, and any all amendments, restatements, renewals, extensions, modifications, consolidations consolidations, refinancing, assignments and replacements extensions thereof, which now without the necessity of any further instrument or hereafter affect all or any portion act on the part of the Premises (except to the extent Tenant; provided, however that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be no Event disturbed by the Holder of Default on behalf of Tenant hereunderany such Mortgage. Tenant agrees upon demand to execute execute, acknowledge and deliver to Landlord such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any Landlord Lender such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time and from time subordinate its Mortgage to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination includingthis Lease, without limitationTenant’s consent, an SNDA substantially by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust. Landlord represents and warrants that, as of the date of this Lease, there is no existing Mortgage with a lien upon the Project. Notwithstanding anything to the contrary set forth in this Section 27, Tenant’s obligation to subordinate to any Mortgage shall be subject to receipt by Tenant of a commercially reasonable form of non-disturbance and attornment agreement executed by the Holder of such Mortgage providing that so long as Tenant is not in Default of its obligations under this Lease, foreclosure or other enforcement of such Mortgage shall not terminate this Lease and the successor to Landlord’s interest in the form attached as Exhibit E; provided that such Landlord Lender agrees to Project shall recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable Tenant’s right to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance possession of the due date thereof, unless Landlord Lender shall consent to such prepaymentPremises.

Subordination. Section 10.1 This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest all Mortgages and each Superior Lease hereinafter in the Premises ("Landlord Mortgage") effect and any to all renewals, extensions, modifications, consolidations consolidations, replacements, restatements, increases and replacements thereofextensions of any such Mortgages and/or Superior Lease; provided, which now or hereafter affect all or any portion however, that (i) the subordination of the Premises (except this Lease to the extent that any such instrument expressly provides that Mortgage executed contemporaneously with this Lease is superior conditioned upon the Mortgagee of such Mortgage executing and delivering to it); provided that Tenant a subordination, non-disturbance and attornment agreement in the holder form attached hereto as Schedule “G”, and (ii) any subsequent subordination of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as is conditioned upon the Mortgagee of such Mortgage and/or the Superior Landlord of such Superior Lease executing and delivering to Tenant a commercially reasonable agreement to the effect that, if (x) there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, unless necessary under Applicable Law for the Mortgagee to foreclose, or if there shall be a foreclosure of such Mortgage, such Mortgagee shall not evict Tenant, or disturb Tenant’s leasehold estate or rights hereunder, or (y) such Superior Landlord shall exercise any of its rights and remedies under such Superior Lease or at law or in equity to terminate such Superior Lease or evict the tenant thereunder, such Superior Landlord shall not evict Tenant, or disturb Tenant’s leasehold estate or rights hereunder, provided that, in all events, no Event of Default on behalf then exists (any such agreement, or any agreement of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendersimilar import, in each case which are shall be reasonably acceptable to Tenant, from a Mortgagee or any Superior Landlord being hereinafter called a “Non-Disturbance Agreement”), and Tenant and Tenant's Lendershall attorn to the Mortgagee or any Superior Landlord, or any successor-in-interest to confirm Landlord, the Mortgagee or effect such subordination any Superior Landlord, including, without limitation, an SNDA substantially any such party which takes title by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or alternative procedure, or any right or remedy under a Superior Lease or at law or in equity. The transfer of the form attached as Exhibit E; provided title to the Premises, any part thereof or any underlying lease to any Mortgagee or any Superior Landlord, or any successor in interest to Landlord, Mortgagee or any Superior Landlord by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or any alternative procedure, or any right or remedy under a Superior Lease or at law or in equity shall not be considered a default or breach by Landlord of this Lease. Provided that such Landlord Lender agrees a fully executed Non-Disturbance Agreement is delivered to recognize Tenant in accordance with this Lease and the rights of Tenant set forth herein for so long as there Section 10.1, this Section 10.1 shall be self-operative and no Event further instrument of Default on behalf subordination shall be required to make the interest of any Mortgagee or Superior Landlord, as the case may be, superior to the interest of Tenant hereunder. Notwithstanding the immediately preceding sentence, however, Tenant shall, together with the Mortgagee or any foreclosure Superior Landlord, as the case may be, execute and deliver promptly any certificate or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. agreement that Landlord and any Landlord Lender shall execute within ten (10) days after Mortgagee or Superior Landlord, as the case may be, may reasonably request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority in confirmation of such lender's interestssubordination. Notwithstanding Any Non-Disturbance Agreement shall be made on the provisions condition that the Mortgagee or Superior Landlord (or any party claiming by, through or under such Mortgagee or Superior Landlord) shall assume all of this Section 17.1, the holder obligations of any Landlord Mortgage to which under this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into arising after the date of on which said party acquires the Premises and agrees to be bound by the terms hereof arising thereafter; provided that neither the Mortgagee nor any Superior Landlord or anyone claiming by, through or under such Mortgagee or Superior Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.be:

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Subject to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the holder of any Landlord Mortgage Premises, are hereby agreed by Tenant to which this Lease is subject be and subordinate shall have the rightare hereby made junior, at its sole optioninferior, at any time, to subordinate and subject in right, title, interest, lien, encumbrance, priority, and all other respects, to any mortgage or mortgages placed on the Landlord Mortgage, in whole or in property of which the Premises are a part, without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. On or prior to the Commencement Date of the Lease, Landlord covenants to use its best efforts to obtain from each lender the security for whose loan encumbers the Premises or the Building as of the Execution Date, an executed nondisturbance agreement assuring Tenant that, notwithstanding any default by Landlord to the lender or any foreclosure or deed in lieu thereof, Tenant’ s rights under this Lease shall continue in full force and effect and its possession of the Premises shall remain undisturbed (including, without limitation, permission for insurance proceeds and eminent domain awards to be applied as required hereunder), except in accordance with the provisions of this Lease, so long as Tenant is not in default hereunder so as to permit Lease termination. The form and content of such agreement(s) shall be reasonably acceptable to Tenant. In no event shall such non-disturbance agreement be a condition of this Lease. Additionally, Tenant shall, upon Landlord’s request, subordinate this Lease in the future to any first lien placed by recording Landlord upon the Premises or the Building with an institutional first mortgagee, provided that such lender executes a unilateral declaration nondisturbance agreement substantially similar in form and content to that which is required in the first sentence of this paragraph. Tenant will, upon request of the lienholder, be a party to such effect. an agreement, and will agree that, if such lienholder succeeds to the interest of Landlord, Tenant hereby agrees that any Landlord Lender shall not be bound to will recognize said lienholder (or successor in interest of the lienholder) as its landlord under the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Tenant’s rights under this Lease and the rights of Tenant hereunder are expressly shall always be subject and subordinate to the lien of any bona fide mortgage which is now, or deed of trust constituting a lien on may hereafter be, placed upon the Premises, Property or Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver such documentation as may be required to Landlord evidence such subordination within ten (10) Business Days of receipt of a request for same. Tenant agrees to send all Base Rent and any Landlord Lender other payments due hereunder and/or notices to any recipient(s) hereafter designated by Landlord, including its lender (or, with respect to Base Rent and any other payments due hereunder, to an account controlled by such lender). Notwithstanding the foregoing, Tenant agrees that any holder of such mortgage (the “Superior Mortgagee”) may elect in writing at any time that all (or any part, as Superior Mortgagee designates) of the right, title, and from time interest of such Superior Mortgagee shall be subordinate to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and Tenant’s rights and claims under this Lease (a “Subordination Election”). Any Subordination Election shall become effective when a copy or original of it is either delivered to Tenant or recorded. Such Superior Mortgagee’s right, title, and interest in the rights Premises shall then become subordinate to the Lease, whether the Lease is dated before or after the date of Tenant such Superior Mortgagee’s interest in the Premises, to the extent set forth herein in the Subordination Election. Tenant shall, in the event any proceedings are brought for so long as there shall be no Event the foreclosure of, or in the event of Default on behalf exercise of Tenant hereunder. Notwithstanding the power of sale under any mortgage placed upon the Premises, attorn to any mortgagee or the purchaser upon any such foreclosure or sale and recognize such mortgagee or purchaser as Landlord under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord Tenant agrees to execute and any Landlord Lender shall execute deliver commercially reasonable documentation as may be reasonably required to evidence such attornment within ten (10) days after of receipt of a request for same. Notwithstanding the foregoing in this Section 26, Tenant’s agreement to subordinate this Lease and its rights hereunder as to any documentation reasonably required by current or future mortgage is conditioned upon Landlord’s (or any TF Lender successor in interest) delivery to Tenant of a recordable agreement on any future mortgagee’s standard form or Tenant Lender, which are in form and substance reasonably acceptable to Tenant, Landlord and such superior mortgagee, by which such superior mortgagee shall agree not to disturb Tenant’s possession and occupancy of the Premises or join Tenant in any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording action as a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgageparty defendant, unless such Landlord Lender has consented to such material modification or amendment. necessitated by law, so long as Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall is not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault under this Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the lien Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust trust, Holder agrees to recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within ten (10) business days after Landlord’s written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsdefault by Tenant, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides it shall be deemed that this Lease is superior so subordinated to it); provided that such Encumbrance. Notwithstanding anything to the holder contrary in this Section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such encumbrance. Within forty five (45) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord Mortgage shall deliver to Tenant notarized nondisturbance agreements or other evidence acceptable to Tenant ("Landlord Lender"each a “Nondisturbance Agreement”) agrees in writing not to disturb Tenantfrom all lessors under all Underlying Leases and from all beneficiaries under all Encumbrances affecting the Premises, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease stating that so long as there shall be no Event Tenant is not in default under any of Default on behalf the terms, covenants, conditions, or agreements of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthis Lease, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and all of the rights terms, provisions, and conditions of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)this Lease, this Lease shall remain in full force and effect in accordance with its termseffect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Lease Term or any extension thereof. In the event Landlord does not deliver the required Nondisturbance Agreement(s) within the aforementioned 60-day period, Tenant may terminate this Lease and any Landlord Lender shall execute within be released of all obligations hereunder by giving ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderdays’ written notice to Landlord, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate termination shall have the right, at its be Tenant’s sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentremedy.

Subordination. This Landlord represents that no deed of trust or mortgage encumbers the Land or Building on the Effective Date. Tenant subordinates this Lease and the all rights of Tenant hereunder are expressly subject and subordinate under this Lease to the lien of any mortgage or mortgage, deed of trust constituting a lien on Landlord's fee interest in trust, ground lease or vendor’s lien, or similar instrument which may from time to time be placed upon the Premises ("Landlord Mortgage") and any all renewals, extensions, modifications, consolidations replacements and replacements thereofextensions of such encumbrances), which now and each such mortgage, deed of trust, ground lease or hereafter affect all lien or any portion of the Premises (except to the extent that any such other instrument expressly provides that this Lease is shall be superior to it)and prior to this Lease; provided however, Landlord shall use commercially reasonable efforts to obtain from any future mortgage lender (the “Mortgagee”) a subordination, non-disturbance and attornment agreement (“SNDA”) providing that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right ’s rights to possession and use of the Premises and Tenant's rights under this Lease shall not be disturbed so long as there shall be no Event of Default then exists hereunder on behalf such Mortgagee’s standard form of Tenant hereunderSNDA (an “Acceptable SNDA”). Tenant agrees Notwithstanding the foregoing, any such Mortgagee or the holder of, or lessor or beneficiary under, any ground lease, vendor’s lien or similar instrument shall have the right to execute and deliver subordinate or cause to Landlord and be subordinated any Landlord Lender at any time and from time such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable this Lease. Subject to Tenant and Tenant's Lenderreceiving an Acceptable SNDA, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after Business Days of any request, execute, acknowledge and deliver promptly in recordable form any factually accurate and reasonable instrument or subordination agreement that Landlord or such holder may request. Subject to Tenant receiving an Acceptable SNDA, Tenant further covenants and agrees that if the lender or ground lessor acquires the Premises as a purchaser at any foreclosure sale or otherwise, Tenant shall recognize and attorn to such party as landlord under this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off and, upon the request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestspurchaser or other successor, execute, deliver and acknowledge documents confirming such attornment. Notwithstanding Tenant waives the provisions of this Section 17.1any law or regulation, the holder of now or hereafter in effect, which may give or purport to give Tenant any Landlord Mortgage right to which terminate or otherwise adversely affect this Lease is subject and subordinate shall have or the right, at its sole option, at any time, to subordinate and subject obligations of Tenant hereunder in the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees event that any Landlord Lender shall not be bound to the terms of any material modification such foreclosure or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification termination or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentother proceeding is prosecuted or completed.

Subordination. This Lease and the all rights of Tenant hereunder are expressly subject shall be, at the option and designation of Landlord, subordinate or superior to any lease of the lien of Building or Land (an Underlying Lease) and to any mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all the Building or any portion of the Premises (except to the extent that any such instrument expressly provides that Land. If Landlord designates this Lease is as subordinate or superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantany Underlying Lease or Mortgage, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further agreements of Default on behalf subordination or superiority shall be required but, in confirmation of such subordination or superiority, Tenant hereunder. Tenant agrees to execute shall promptly execute, acknowledge and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or agreement that Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage Underlying Lease (Lessor) or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Mortgage (Mortgagee) or any of their respective assigns or successors in interest may reasonably request to evidence such subordination or superiority. If any Lessor or Mortgagee (or any purchaser at a foreclosure sale) succeeds to the rights of Landlord Mortgage under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (a Successor Landlord), Tenant shall, upon request, attorn to which and recognize the Successor Landlord as Tenant's landlord under this Lease is subject and subordinate shall have promptly execute and deliver any agreement that the rightSuccessor Landlord may reasonably request to evidence such attornment. If a Lessor, at its sole optionMortgagee or Successor Landlord requires that an agreement of subordination, at any timesuperiority or attornment be executed by Tenant in accordance with this Section, Tenant's failure to subordinate and subject the Landlord Mortgage, in whole or in part, to do so within 15 days after Landlord's request shall be deemed an event of default under this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This (a) Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, other liens granted in connection with financings of the lien of any mortgage Building, the Unit or, ground lease(s) or deed of trust constituting a lien on Landlord's fee interest in other lien(s) now or subsequently arising upon the Premises ("Landlord Mortgage") Premises, the Unit, the Building or the Property, the Condominium Documents and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. In addition, which Tenant accepts this Lease subject to any underlying lease (referred to as a “Superior Lease”) now or hereafter affect affecting all or any portion of the Premises Building or the Unit or any interest therein. The party having the benefit of a Superior Lease shall be referred to as a “Superior Lessor”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Mortgagee or a Superior Lessor to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. This clause shall be self- operative, but upon request from a Mortgagee or Superior Lessor, Tenant shall execute an agreement confirming such subordination, provided such agreement shall not result in a material increase in Tenant’s obligations under this Lease or a material reduction in the benefits available to Tenant. In the event of the enforcement by a Mortgagee of the remedies provided for by law or by such Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease for the then-remaining Term of this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord), except to the extent that such act, omission or default continues after the date that Successor Landlord succeeds to Landlord’s interest in the Building and Successor Landlord has been given notice and an opportunity to cure same; (ii) liable for the return of any such instrument expressly provides that this Lease is superior moneys paid to it); provided that the holder of the Landlord Mortgage or on deposit with any prior landlord ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially Landlord), except to the extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the form attached as Exhibit EBuilding or the Premises or to pay any sums to Tenant in connection therewith; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding or (vi) bound by any foreclosure waiver or sale under forbearance under, or any Landlord Mortgage (amendment, modification, abridgment, cancellation or transfer by deed in lieu thereof)surrender of, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm made without the priority consent of such lender's interestsSuccessor Landlord. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease Upon request by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageSuccessor Landlord, Tenant shall not pay execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentattornment effective.

Subordination. This Lease and If the rights of Tenant hereunder are expressly subject and subordinate to the lien holder or holders of any ground or underlying lease, mortgage or deed of trust constituting a lien on Landlord's fee interest in which affects the Premises ("Landlord MortgageEncumbrance") shall require that this Lease be prior and superior to the lien of such Encumbrance, within fifteen (15) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all documents or instruments, in the form presented to Tenant, which Landlord or the holder of such Encumbrance deems necessary or desirable for such purposes. Provided that the applicable holder of the Encumbrance executes, acknowledges and delivers a commercially reasonable subordination, nondisturbance and attornment agreement, Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or the Property or any renewals, extensions, modifications, consolidations and consolidations, replacements or extensions thereof, which now for the full amount of all advances made or hereafter affect to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, and within fifteen (15) days after Landlord's written request, Tenant shall execute any commercially reasonable instruments, releases or any portion other documents required by Landlord or the holder of the Premises (except Encumbrance to make this Lease subordinate to any lien of the extent that any such instrument expressly provides Encumbrance. If Tenant fails to do so, it shall be deemed that this Lease is superior subordinated. Any instrument describing such lease or mortgage or deed of trust to it); provided that which this Lease may be subordinated shall include, as a condition precedent to Tenant's obligation to execute same, commercially reasonable nondisturbance provisions to the effect that, notwithstanding such subordination, the holder of the Landlord Mortgage ("Landlord Lender") Encumbrance agrees in writing not that so long as Tenant faithfully discharges all obligations on its part to disturb Tenant, Tenant's right to possession be kept and use of the Premises and Tenant's rights performed under this Lease so long as there shall in accordance with its terms, its tenancy will not be no Event affected by any default under such lease or mortgage or deed of Default on behalf of Tenant hereunder. Tenant agrees to execute trust, and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that event of termination of such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any lease or foreclosure or sale under any Landlord Mortgage (power of sale or transfer by deed in lieu thereof)of sale, or any transfer of Landlord's interest, all rights, benefits, privileges and remedies of Tenant under this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestseffect. Notwithstanding anything to the provisions of contrary set forth in this Section 17.1paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the holder Premises at any sale or other proceeding or pursuant to the exercise of any Landlord Mortgage to which this Lease is subject and subordinate shall have the rightother rights, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole powers or in part, to this Lease by recording a unilateral declaration to remedies under such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentEncumbrance.

Subordination. This Lease At the option of Landlord, this Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the lien Building or the Project now or hereafter existing and each of the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to all mortgages or deeds of trust which may now or hereafter affect the Building, the Property or any of such leases and each of the terms, covenants and conditions thereto (the “Superior Mortgage(s)”), whether or not such mortgages or deeds of trust shall also cover other lands, buildings or leases, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust and spreaders and consolidations of such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute, acknowledge and deliver any reasonable instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or deed of trust constituting or any of their respective successors in interest may reasonably request to evidence such subordination; if Tenant fails to execute, acknowledge or deliver any such instrument within ten (10) business days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any such instrument for and on behalf of Tenant. As used herein the lessor of a lien on Superior Lease or its successor in interest is herein called “Superior Lessor”; and the holder of a Superior Mortgage is herein called “Superior Mortgagee.” If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (such party so succeeding to Landlord's fee interest in ’s rights herein called “Successor Landlord”), then Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease (without the Premises ("Landlord Mortgage"need for further agreement) and shall promptly execute and deliver any renewalsreasonable instrument that such Successor Landlord may reasonably request to evidence such attornment. This Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, extensionsconditions and covenants as are set forth in this Lease, modificationsexcept that the Successor Landlord shall not (a) be liable for any previous act or omission of Landlord under this Lease, consolidations except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, not expressly provided for in this Lease; or (c) be bound by any previous modification of this Lease or by any previous prepayment of more than one month’s Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or predecessor in interest). Landlord represents and replacements thereofwarrants to Tenant that as of the date of this Lease, which now there are no Superior Leases or hereafter affect Superior Mortgages encumbering all or any portion of the Premises (except Premises. Notwithstanding the foregoing provisions of this Paragraph 31, if a Superior Lease or Superior Mortgage is hereafter placed against all or any portion of the Premises, Landlord shall use reasonable efforts to obtain an agreement from the extent that any such instrument expressly provides that this Lease is superior to it); provided that holder thereof, whereby the holder of the Landlord such Superior Lease or Superior Mortgage ("Landlord Lender") agrees in writing not to disturb that Tenant, Tenant's right upon paying the Base Rent and all of the Additional Rent herein provided for, and observing and complying with the covenants, agreements and conditions of this Lease on its part to possession be observed and use complied with, shall lawfully and quietly hold, occupy and enjoy the Premises during the Term of this Lease (including any exercised renewal term), without hindrance or interference from anyone claiming by or through said Superior Mortgagee or Superior Lessor and that said Superior Mortgagee or Superior Lessor, upon succeeding to Landlord’s interest in the Premises and Tenant's rights the Lease, shall observe and comply with all of Landlord’s duties under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder(subject to limitations and exclusions customarily required by Superior Lessors or Superior Mortgagees). Tenant agrees to execute shall bear all costs and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights expenses (including attorneys’ fees) of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of such future Superior Lease or Superior Mortgage in connection with any Landlord Mortgage to which this Lease is subject and subordinate shall have such non-disturbance agreement for the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms benefit of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Lease and the Subject to this Section 15.1, this Lease, all rights of Tenant hereunder in this Lease, and all interest or estate of Tenant in the Property, are expressly subject and subordinate to the lien of any mortgage Mortgage. Tenant, within 10 Business Days after Landlord’s written request therefor, will execute and deliver to Landlord or deed to any Mortgagee any document reasonably acceptable to Tenant that is required to confirm the self-effectuating subordination of trust constituting a this Lease, as provided in this Section 15.1, to the lien on Landlord's fee of any Mortgage. Notwithstanding anything to the contrary contained herein, the subordination of this Lease, the rights of Tenant in this Lease, and Tenant’s interest and estate in the Premises ("Landlord Mortgage") Property, to any Mortgage executed and delivered after the Effective Date as provided in this Section 15.1 is expressly conditioned upon the holder of any renewalsMortgage agreeing that as long as no Event of Default is continuing under this Lease, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing will not to disturb Tenant, ’s rights of possession under this Lease. The lien of any existing or future Mortgage will not cover Tenant's right to possession and use ’s trade fixtures or other personal property of Tenant located in or on the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderor Property. Tenant agrees and Landlord have executed and delivered to Landlord’s existing Mortgage holder a subordination, non-disturbance and attornment agreement in the form of EXHIBIT “K” attached hereto (“SNDA Agreement”). Landlord has caused the Mortgage holder to execute the SNDA Agreement and to return the executed SNDA Agreement to Tenant on or before the Effective Date. No later than 30 days after the execution and delivery of any future Mortgage, Landlord will execute and deliver to Tenant, and will use commercially reasonable efforts to cause the holder of such future Mortgage to execute and deliver to Landlord Tenant, an SNDA Agreement with respect to such Mortgage either in the form of EXHIBIT “K” attached hereto or otherwise in form and any Landlord Lender at any time substance mutually and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lendersuch future Mortgage holder (and to Landlord, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such if Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereofis a party thereto), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Xxxxxx agrees that this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage mortgage, trust deed or deed of trust constituting a lien on Landlord's fee like encumbrance heretofore or hereafter placed by Landlord or its successors in interest upon its interest in the Premises ("to secure the payment of monies loaned, interest thereon and other obligations. Xxxxxxxx agrees to provide Tenant a Non-Disturbance Agreement from the holder of any future mortgage, trust deed or like encumbrance. The terms of any Non-Disturbance Agreement provided by Landlord Mortgage") shall also contain such covenants, conditions, restrictions, limitations, exceptions and any renewalsthe like as are reasonably necessary and customary for the protection and balancing of the competing interests of the Tenant, extensionsthe Landlord’s Lender and Landlord. Such Non-Disturbance Agreement shall also provide that no assignment or transfer of Landlord’s rights hereunder to a lending institution as collateral security in connection with such encumbrance and no foreclosure sale or transfer in lieu of foreclosure shall affect Tenant’s right to possession, modifications, consolidations use and replacements thereof, which now or hereafter affect all or any portion occupancy of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant is not in default hereunder. Tenant The failure by Landlord to obtain such Non-Disturbance Agreement shall not affect the subordination of this Lease to any such encumbrance. Xxxxxx agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderdeliver, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsrequest by Landlord, any and all instruments desired by Landlord subordinating in the manner requested by Landlord to such mortgage, trust deed or like encumbrance. Notwithstanding Tenant further appoints Landlord as its attorney-in-fact for the provisions Term to execute, on behalf of this Section 17.1Tenant, the holder of any Landlord Mortgage to which such instruments subordinating this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectmortgage, trust deed or like encumbrance. In the event of the sale of the real property of which the Premises are a part upon foreclosure or upon the exercise of a power of sale, Tenant hereby agrees that any Landlord Lender shall not be bound will, upon written request of the purchaser, attorn to the terms of any material modification or amendment of purchaser and recognize the purchaser as Landlord under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting a lien on trust, deed to secure debt, security deed, financing statement or other security interests now or hereafter encumbering Landlord's fee ’s interest in the Premises ("Landlord individually, a “Fee Mortgage") ” and any collectively the “Fee Mortgages”), including, but not limited to, all renewals, extensions, modifications, consolidations consolidations, replacements, amendments, supplements and replacements extensions thereof; provided, which now or hereafter affect all or any portion of the Premises (except as a condition to the extent that any such instrument expressly provides that this Lease is superior to it); provided that subordination, the holder of the Landlord Fee Mortgage ("Landlord Lender"the “Fee Mortgagee”) agrees must agree, in writing writing, not to disturb Tenant, Tenant's right to ’s possession and use of the Premises and Tenant's the rights and privileges granted to Tenant under this Lease so long as there shall be is no Event of Default on behalf of outstanding Tenant hereunder. Tenant agrees to execute Default, by executing a subordination, non-disturbance and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord attornment agreement in the form attached hereto as Exhibit K or Landlord's Lender, which are another form reasonably acceptable to Tenant and (an “SNDA”). Notwithstanding anything herein to the contrary, if any Fee Mortgagee elects to have Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially ’s interest in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of superior to its Fee Mortgage, then by notice to Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)from such Fee Mortgagee, this Lease shall remain in full force and effect in accordance with its termsbe deemed superior to such Fee Mortgage, whether this Lease was executed before or after the same. Landlord represents and any warrants to Tenant as of the Effective Date that Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender has not granted or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after any mortgages, deeds of trust, deeds to secure debt, security deeds, financing statements, security agreements or other liens encumbering the date of such Premises. Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. shall furnish Tenant hereby agrees that after with an SNDA from Landlord’s construction lender at the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of time it closes the due date thereof, unless Landlord Lender shall consent to such prepaymentConstruction Loan.

Subordination. This Tenant covenants and agrees that (a) this Lease is and the rights of shall automatically and without further act or deed by Tenant hereunder are expressly be subject and subordinate to the lien any mortgages, deeds of any mortgage trust, security deeds or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") other security instruments, and any renewals, extensions, modifications, consolidations and replacements thereof, which now ground leases or underlying leases presently existing or hereafter affect placed upon all or any portion of the Premises Center (except each a “Mortgage”) and to the extent that any such instrument expressly provides that and all advances to be made thereunder, and to any interest accrued thereon, and to all renewals, replacements, modifications, consolidations and extensions thereof or participation thereof, (b) any mortgagee, grantee, master lessor, beneficiary or trustee (each a “Mortgagee”) may elect to have this Lease is superior made a prior lien to it); provided that its Mortgage, and in the holder event of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession such election and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all upon notification by such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable Mortgagee to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)effect, this Lease shall remain be deemed prior in full force lien to said Mortgage, whether this Lease is dated prior to or subsequent to the date of any such Mortgage and effect in accordance with its terms. Landlord and any Landlord Lender (c) Tenant shall execute within ten (10) days after request any documentation and deliver whatever instruments may reasonably be required by Landlord or any TF Lender present or Tenant Lender, which are reasonably acceptable prospective Mortgagee to Landlord and acknowledge such subordination or priority (as applicable) in recordable form. If any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of proceeding is brought for default under any Landlord Mortgage to which this Lease is subject and subordinate shall have the rightsubject, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in partthe event of foreclosure, deed in lieu of foreclosure or the exercise of the power of sale under any Mortgage covering the Premises and if requested by Landlord’s successor, Tenant shall attorn to the successor and shall recognize that successor as Landlord under this Lease by recording a unilateral declaration to such effectLease. Tenant hereby agrees that any Landlord Lender Such successor shall not be (i) liable for any previous act or omission of Landlord under this Lease, (ii) subject to any offset that theretofore accrued to Tenant against Landlord or (iii) bound by any previous prepayment of Rent or Security Deposit which have not been expressly delivered by Landlord to such successor. If so requested, Tenant shall enter into a new lease with that successor on the same terms of any material modification or amendment and conditions as are contained in this Lease (for the unexpired Term of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthen remaining).

Subordination. This (a) Subject to the provisions of this Article 7, this Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Superior Mortgage") and any renewalseach underlying lease including, extensionswithout limitation, modifications, consolidations and replacements thereof, the Xxxxxxxxx (a "Superior Lease") which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee, under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a "Superior Lessor" and the mortgagee under a Superior Mortgage is called a "Superior Mortgagee". Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be no Event of Default on behalf of necessary to make such subordination effective if a non-disturbance and attornment agreement shall have been delivered. Notwithstanding anything contained in this Section 7.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form attached hereto as Exhibit E or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non-disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver such agreement within 30 days after delivery of such agreement to Landlord Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Tenant acknowledges and agrees that simultaneously herewith Tenant and the existing Superior Mortgagee and the existing Superior Lessor have executed and exchanged non-disturbance and attornment agreements which satisfy the requirements of this Section 7.01. Tenant shall execute any Landlord Lender at any time and from time to time all such documents reasonably amendment of this Lease requested by Landlord a Superior Mortgagee or Landlorda Superior Lessor; provided (i) such amendment shall not result in a material increase in Tenant's Lenderobligations under this Lease or a material reduction in the benefits available to Tenant, which are reasonably acceptable (ii) such amendment shall not diminish the rights, privileges, interest or estate or Tenant or alter the Term, the Premises or the services to be provided to Tenant by Landlord hereunder (except, in either case, to a de minimis extent) and (iii) Landlord shall be liable for Tenant's Lenderreasonable legal fees incurred in connection therewith. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to confirm the interest of such mortgagee or effect lessor (each, a "Successor Landlord"), shall, subject to the terms of this Article 7 and the delivery of a subordination, non-disturbance and attornment agreement in accordance with this Section automatically become the tenant of such subordination Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, an SNDA substantially Landlord) other than to cure defaults of a continuing nature as though such defaults had first occurred on the date such Successor Landlord became landlord under this Lease; (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation; Landlord); (iv) bound by any Rent which Tenant might have paid for more than thirty (30) days in advance of the form attached as Exhibit Edate upon which such payment was due to any prior landlord (including, without limitation Landlord) unless actually received by such Successor Landlord or expressly approved in writing by it or received by it; provided that such Landlord Lender agrees (v) bound by any covenant to recognize this Lease and perform or complete any construction in connection with the rights of Project or the Premises or to pay any sums to Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding in connection therewith; or (vi) bound by any foreclosure waiver or sale under forbearance under, or any Landlord Mortgage (amendment, modification, abridgement, cancellation or transfer by deed in lieu thereof)surrender of, this Lease made without the consent of the Superior Landlord at the time in question. Nothing contained herein shall remain in full force be deemed to relieve any Successor Landlord of any liability arising by reason of its acts or omissions from or after the date that such Successor Landlord shall become the landlord under this Lease, and effect such Successor Landlord shall be obligated to perform Landlord's obligations under this Lease arising from and after becoming landlord, in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1Lease. Upon request by such Successor Landlord, the holder of any Landlord Mortgage to which this Lease is Tenant shall, subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of this Article 7 and the delivery of a subordination, non-disturbance and attornment agreement in accordance with this Section execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to make such attornment effective. It is hereby acknowledged and agreed that the foregoing provisions are not intended to relieve any material modification or amendment of Successor Landlord from its obligations under this Lease entered into from and after the date of such it becomes Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentunder this Lease.

Subordination. This Lease Landlord may have heretofore encumbered or may hereafter encumber with a mortgage or trust deed the Building, or any interest therein, and may have heretofore sold and leased back or may hereafter sell and lease back the land on which the Building is located, and may have heretofore encumbered or may hereafter encumber the leasehold estate under such lease with a mortgage or trust deed. Any such mortgage or trust deed is herein called a “Mortgage” and the rights holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the underlying land is herein called a “Ground Lease”, and the lessor under any such lease is herein called a “Ground Lessor.” Any Mortgage which is a first lien against the Building, the land on which the Building is located, the leasehold estate or the lessor under a Ground Lease (if the property is not then subject to an unsubordinated mortgage) is herein called a “First Mortgage” and the holder or beneficiary of or Ground Lessor under any First Mortgage is herein called a “First Mortgagee.” Tenant hereunder are expressly acknowledges and agrees that this Lease is subordinate to the currently existing First Mortgage in effect as of the date of this Lease. Further, this Lease shall be subject and subordinate to any First Mortgage hereafter encumbering the lien of any mortgage or deed of trust constituting Building provided that such future First Mortgagee has executed a lien on Landlord's fee non-disturbance agreement in a commercially reasonable form, reasonably acceptable to Landlord and Tenant. Subject to Tenant’s rights set forth in the preceding sentence, if requested by a First Mortgagee, Tenant will either (i) subordinate its interest in this Lease to said First Mortgage, and to any and all advances made thereunder and to the Premises ("Landlord Mortgage") interest thereon, and any to all renewals, extensionsreplacements, modificationssupplements, consolidations amendments, modifications and replacements extensions thereof, which now or hereafter affect all (ii) make certain of Tenant’s rights and interest in this Lease superior thereto; and Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such Mortgagee or Ground Lessor; provided, however, Tenant covenants it will not subordinate this Lease to any portion Mortgage or Ground Lease other than a First Mortgage (including a Ground Lease defined as a First Mortgage hereunder) without the prior written consent of the Premises (except to First Mortgagee. Tenant agrees that Landlord may assign the extent that any such instrument expressly provides that rents and interests in this Lease is superior to it); provided that the holder of the Landlord any Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderor Ground Lease. Tenant agrees that Landlord may assign the rents and interests in this Lease to the holder of any Mortgage or Ground Lease. In conjunction with the foregoing provisions, following written request, Tenant hereby agrees to complete and execute any Subordination, Non-Disturbance and deliver Attornment Agreement and/or Lease Estoppel Certificate, on such lender’s or mortgagee’s standard form provided the same is commercially reasonable and remit the same to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days. Notwithstanding anything to the contrary contained in this Section 19.01, Landlord shall use commercially reasonable efforts to deliver to Tenant, within sixty (60) days after request any documentation reasonably required by any TF Lender or Tenant Lenderthe mutual execution and delivery of this Lease, a duly executed and notarized non-disturbance agreement, from the current First Mortgagee as of the date of this Lease, on such First Mortgagee’s standard form which are shall be commercially reasonable and shall be reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or, subject to the lien execution of any mortgage a commercially reasonable subordination and attornment agreement, subsequently arising upon the Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. Upon request from a Mortgagee, which now or hereafter affect all or any portion Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the Premises (except Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a 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 extent event of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s Mortgagees and their successors-in-interest are intended third party beneficiaries of this Section 13.1. Nothing contained in the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantforegoing, Tenant's right to possession and use however, shall relieve any Mortgagee from responsibility for those obligations of the Premises and Tenant's rights “Landlord” under this Lease so long as there which are to be performed subsequent to such Mortgagee taking title to or possession of the Premises, provided that Tenant shall give a “new” notice of default to such Mortgagee in connection with any default of such obligations, and that such Mortgagee shall be no Event thereafter afforded the benefit of Default on behalf of Tenant hereunder. Tenant agrees the applicable “cure” rights pursuant to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions Section 14.5 of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease The Guarantor hereby agrees that, to the extent permitted by Section 4.08 of the Indenture, effective immediately and without notice upon the occurrence of an Event of Default, any and all present and future debts and obligations of the Borrower to Guarantor, or of Guarantor to any other guarantor, and any liens, security interests, claims and rights related thereto (collectively, the "Subordinated Indebtedness"), shall automatically and without the need for any further action by Lender, Borrower or Guarantor, be waived and postponed in favor of and subordinated to the full, final and indefeasible payment of the Obligations. As additional security for this Second Amended Guaranty Agreement and Guarantor's obligations hereunder, but only to the extent permitted by Section 4.08 of the Indenture, Guarantor, for value received, hereby unconditionally assigns to Lender and grants to Lender a security interest in all of Guarantor's right, title, and interest in and with respect to the Subordinated Indebtedness. Notwithstanding the foregoing, for so long as no Event of Default then exists or would result from the making or receipt of the Subordinated Indebtedness, and for so long as the maker of any payments with respect to the Subordinated Indebtedness is not then insolvent or would not be rendered insolvent as a result of making such payment, the Guarantor may make or receive, as the case may be, payments with respect to the Subordinated Indebtedness pursuant to regularly scheduled payment terms as may be approved in advance by Lender in writing. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Tenant Lender hereunder are expressly subject and subordinate covenant to perform such further acts as necessary or appropriate to give effect to this subordination. Without limiting the lien generality of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsforegoing, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or Guarantor will not assign any portion of the Premises (Subordinated Indebtedness, except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Second Amended Guaranty Agreement; and Guarantor shall not pay to Landlord any installment of Base Rent more than one (I) month in advance cause all evidence of the due date thereof, unless Landlord Lender shall consent Subordinated Indebtedness to such prepaymentset forth the provisions hereof or to bear a legend that it is subject hereto.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of all ground or underlying leases and to any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Mortgage(s) and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect the Land and to all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); renewals, modifications, consolidations, replacements and extensions thereof, provided that the holder of the Landlord Mortgage ("Landlord Lender") Mortgagee agrees in writing writing, in a commercially reasonable form, that, in the event of foreclosure or deed in lieu of foreclosure under the Mortgage, it shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under terminate this Lease during the Term so long as there shall be no Event of Default on behalf exists under this Lease (such agreement being referred to as an "SNDA"). Without limiting the generality of Tenant hereunder. the preceding sentence, Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, that an SNDA substantially in the form attached to and made a part of this Lease as Exhibit E; provided that such F is commercially reasonable and will be satisfactory to Tenant. Within thirty (30) days after the: Date of Lease, Landlord, shall obtain an SNDA in conformance with this Section from the existing Mortgagee with respect to the Land. If Landlord Lender agrees fails to recognize do so, Tenant's sole recourse shall be to terminate this Lease, in which event Landlord shall promptly return to Tenant any prepaid Rent and the Security Deposit previously received by Landlord and Landlord shall reimburse Tenant for its actual out of pocket expenses for the negotiation of this Lease and the rights preparation of Tenant set forth herein for so long as there Plans under the Work Agreement, not to exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate and thereafter the parties shall be no Event relieved of Default on behalf all further liability under this Lease. In the event of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay attorn to and recognize the purchaser at foreclosure as Landlord under this Lease and such agreement shall be set forth in the SNDA. Tenant shall promptly execute and deliver the SNDA upon request by Landlord. Despite anything contained in this Section, before any installment of Base Rent more than one (I) month in advance of foreclosure sale under a Mortgage, the due date thereof, unless Landlord Lender Mortgagee shall consent have the absolute right to such prepaymentsubordinate the Mortgage to this Lease.

Subordination. This Lease and To the fullest extent permitted by law, this Lease, the rights of Tenant hereunder are expressly under this Lease and Tenant's leasehold interest shall be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Lot, or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust constituting a lien on which may now or hereafter exist for which the Building, the Lot, ground leases or underlying leases, any other portion of the Project or Landlord's fee interest or estate in any of said items is specified as security. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease there is a deed of trust encumbering, and in force against, the Premises (i.e. the Building) in favor of U.S. Bank National Association (the "Current Lender"). If Tenant so requests, within a reasonable period after the parties execute this Lease but in no event later than forty-five (45) days after such request, Landlord Mortgageshall cause the Current Lender to execute a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit I attached hereto, entitled "Subordination, Non-Disturbance and Attornment Agreement." If Landlord at any time during the Term of the Lease causes the Premises and the Building to be encumbered by a new deed of trust or mortgage pursuant to which the beneficiary of such deed of trust or mortgage is a party or entity other than the Current Lender, the parties acknowledge and agree that the form of any non-disturbance and attornment agreement that may be requested to be executed and delivered by Tenant in connection therewith will not be the "Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit I, but such agreement will be a commercially reasonable form which will not adversely affect Tenants rights hereunder. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises if Tenant is not in material default of the terms and provisions of this Lease beyond any applicable notice and cure period. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) and liable for any renewalsact or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor, extensions(c) bound by prepayment of more than one (1) month's Rent, modificationsexcept in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, consolidations and replacements thereofthen not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, which now or hereafter affect refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Premises (except Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees successor in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderinterest. Tenant covenants and agrees to execute (and deliver to Landlord acknowledge if required by Landlord, any lender or ground lessor) and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderdeliver, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after of a demand or request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and in the form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any Landlord Lender, to confirm additional documents evidencing the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or the date lien of any such Landlord Mortgage, unless such Landlord Lender has consented to such material modification mortgage or amendment. Tenant hereby agrees that after the date deed of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenttrust.

Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the underlying land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the land or the Building, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, and to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which Mortgage now or hereafter affect all or encumbering any portion of the Premises (except Building, and to all advances made or hereafter to be made upon the extent that any such instrument expressly provides that this Lease is superior to it)security thereof; provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantprovided, however, Tenant's right to possession during this Lease term shall not be disturbed provided Tenant pays all rent and use of the Premises performs all obligations imposed hereunder and Tenant's rights is not in default under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderLease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are ground lease instruments reasonably acceptable to Tenant subordinating this Lease to any such ground lease and to the lien of any such Mortgage, as may be requested in writing by Landlord from time to time. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to the Tenant's Lender, subordinate its Mortgage to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender this lease. Tenant agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon the Landlord Mortgage by Tenant, provided that prior to which this Lease is subject such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and subordinate leases, or otherwise) of the address of such Mortgagees and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the righttime provided for in this Lease, at its sole optionthen if said Mortgagees notify Tenant in writing that Mortgagees elect to cure such default said Mortgagees shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, at any if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any Mortgagee has commenced and is diligently pursuing the remedies necessary to subordinate and subject cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the Landlord Mortgage, in whole or in part, time allowed as aforesaid for said mortgagee to this Lease by recording a unilateral declaration to cure such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender defaults has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageexpired without cure, Tenant shall have no right to, and shall not, 13 terminate this Lease on account of default. This Lease may not pay be modified or amended so as to Landlord reduce the rent or shorten the term, or so as to adversely affect in any installment of Base Rent more than one (I) month in advance other respect to any material extent the rights of the due date thereofLandlord, unless Landlord Lender nor shall consent to such prepaymentthis Lease be cancelled or surrendered, without the prior written consent, in each instance, of the ground lessor or the mortgagee.

Subordination. Tenant shall receive subordination, non-disturbance, recognition and attornment agreements reasonably satisfactory in form and substance to Tenant from Landlord’s current lender which holds a mortgage lien on the Property and any other party, present or future, who is a mortgagee, lienholder or ground lessor of Landlord (collectively, the “SNDRA Requirement”), and Tenant shall execute such agreements and deliver the same to Landlord within five (5) days of Tenant’s receipt thereof. The subordination, non-disturbance, recognition and attornment agreement (“SNDRA”) from Landlord’s current lender which holds a mortgage lien on the Property is attached as Exhibit O, is hereby deemed as satisfactory to meet the SNDRA Requirement, and shall be executed and delivered by all parties thereto simultaneously with execution of this Lease. This Lease and the Tenant’s rights of Tenant hereunder are expressly under this Lease shall be subject and subordinate at all times in lien and priority to any mortgage or other primary encumbrance, now or hereafter placed upon or affecting the Property or the Premises, and to all renewals, modifications, consolidations and extensions thereof, provided that the SNDRA Requirement is met. Provided that the SNDRA Requirement is met, Tenant shall execute and deliver upon demand any further instrument or instruments, reasonably satisfactory in form and substance to Tenant, confirming the subordination of this Lease to the lien of any mortgage such first Mortgage or deed to the lien of trust constituting a lien on Landlord's fee interest in any other Mortgage, if requested to do so by Landlord with the Premises ("Landlord Mortgage") consent of the first Mortgagee, and any renewalsfurther instrument or instruments of attornment reasonably satisfactory in form and substance to Tenant that may be desired by any such Mortgagee or Landlord, extensionsprovided, modificationshowever, consolidations that any holder of such lien or Mortgage agrees not to disturb the use and replacements thereof, which now or hereafter affect all or any portion occupancy of the Premises (except to in accordance with the extent that any such instrument expressly provides that terms of this Lease is superior to it); provided that upon any foreclosure. Notwithstanding the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantforegoing, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender Mortgagee may at any time and from time subordinate its Mortgage to time all such documents reasonably requested this Lease, without Tenant’s consent, by Landlord or Landlord's Lender, which are reasonably acceptable giving notice in writing to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), thereupon this Lease shall remain in full force be deemed prior to such Mortgage without regard to their respective dates of execution and effect in accordance delivery. In that event such Mortgagee shall have the same rights with its terms. Landlord respect to this Lease as though this Lease had been executed prior to the execution and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable delivery of the Mortgage and had been assigned to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsMortgagee. Notwithstanding the provisions foregoing, Tenant’s failure to furnish an SNDRA substantially similar to Exhibit O within five (5) days following Landlord’s delivery of a notice to Tenant stating that Tenant failed to provide such instrument during the initial five (5) day request period shall constitute an event of default under this Section 17.1, Lease. Landlord represents that the holder only Mortgage applicable to the Property as of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord date hereof is: Open-End Mortgage, Assignment of Rents and Leases, Security Agreement and Financing Statement dated December 21, 2007 executed by Landlord in whole or favor of Bank of America, N.A., as recorded in partthe Office of the Bucks County Recorder of Deeds, to this Lease by recording a unilateral declaration to such effectBucks County, Pennsylvania on January 2, 2008 as Document No. Tenant hereby agrees 2008000462, Mortgage Book 5652, page 1023, and that any Landlord Lender shall not be bound there are no ground leases applicable to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentProperty.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”); provided, however, that with respect to any Mortgage placed on the Building after the date hereof (a “future Mortgage”), the subordination of this Lease to such Mortgage shall be subject to the delivery by Landlord's fee ’s Mortgagee of an agreement, in the customary form of Landlord’s Mortgagee, not to disturb Tenant’s possession of the Premises and recognize Tenant’s rights under this Lease. Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except by so notifying Tenant in writing. Subject to the extent that any such instrument expressly provides that first sentence of this Lease is superior clause (a) with respect to it); provided that future Mortgages, the holder provisions of the Landlord Mortgage ("Landlord Lender"this Section 12(a) agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement; an “SNDA”) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Without limiting the effectiveness of the above provisions, Landlord shall use reasonable efforts to obtain an SNDA from any current mortgagee of the Building on such current mortgagee’s standard form within forty-five (45) days of the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the all rights of Tenant hereunder are expressly subject shall be, at the option and designation of Landlord, subordinate or superior to any lease of the lien of Building or Land (an Underlying Lease) and to any mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all the Building or any portion of the Premises (except to the extent that any such instrument expressly provides that Land. If Landlord designates this Lease is as subordinate or superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantany Underlying Lease or Mortgage, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further agreements of Default on behalf subordination or superiority shall be required but, in confirmation of such subordination or superiority, Tenant hereunder. Tenant agrees to execute shall promptly execute, acknowledge and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or agreement that Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage Underlying Lease (Lessor) or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Mortgage (Mortgagee) or any of their respective assigns or successors in interest may reasonably request to evidence such subordination or superiority. If any Lessor or Mortgagee (or any purchaser at a foreclosure sale) succeeds to the rights of Landlord Mortgage under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (a Successor Landlord), Tenant shall, upon request, attorn to which and recognize the Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any agreement that the Successor Landlord may reasonably request to evidence such attornment. If a Lessor, Mortgagee or Successor Landlord requires that an agreement of subordination, superiority or attornment be executed by Tenant in accordance with this Section, Landlord shall notify Tenant of such request and Tenant shall deliver such agreement to Landlord within 20 days after its receipt of Landlord’s request therefor. If Tenant fails to deliver such an agreement within the 20-day period then Landlord shall notify Tenant of such failure (Second Notice). If Tenant fails to deliver such agreement within 5 days after Tenant’s receipt of the Second Notice then Tenant’s failure to do so shall be deemed an Event of Default under this Lease. Anything to the contrary in this Section 17 notwithstanding, if Landlord is subject and subordinate shall have the rightunable to obtain a “non-disturbance” agreement from a future, at its sole optionproposed Lessor or Mortgagee as set forth below, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to then this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound subordinated to such Lessor’s lease or such Mortgagee’s mortgage. The non-disturbance agreement shall provide that if as a result of the exercise of their rights they acquire Landlord’s interest in and to the terms of any material modification or amendment Premises, then as Successor Landlord they shall recognize the validity and continuance of this Lease entered into after and shall not disturb Tenant’s possession of the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Premises so long as Tenant shall not pay be in default of this Lease beyond any applicable cure period and such non-disturbance agreement may also contain provisions then generally accepted by prudent institutional lenders making loans on buildings and land comparable to Landlord any installment of Base Rent more than one (I) month the Building and Land in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentmetropolitan Minneapolis-St. Xxxx area.

Subordination. This Lease The Guarantor hereby agrees that, to the extent permitted by Section 4.08 of the Indenture, effective immediately and without notice upon the occurrence of an Event of Default, any and all present and future debts and obligations of the Borrower to Guarantor, or of Guarantor to any other guarantor, and any liens, security interests, claims and rights related thereto (collectively, the "Subordinated Indebtedness"), shall automatically and without the need for any further action by Lender, Borrower or Guarantor, be waived and postponed in favor of and subordinated to the full, final and indefeasible payment of the Obligations. As additional security for this Guaranty Agreement and Guarantor's obligations hereunder, but only to the extent permitted by Section 4.08 of the Indenture, Guarantor, for value received, hereby unconditionally assigns to Lender and grants to Lender a security interest in all of Guarantor's right, title, and interest in and with respect to the Subordinated Indebtedness. Notwithstanding the foregoing, for so long as no Event of Default then exists or would result from the making or receipt of the Subordinated Indebtedness, and for so long as the maker of any payments with respect to the Subordinated Indebtedness is not then insolvent or would not be rendered insolvent as a result of making such payment, the Guarantor may make or receive, as the case may be, payments with respect to the Subordinated Indebtedness pursuant to regularly scheduled payment terms as may be approved in advance by Lender in writing. Guarantor will refrain from taking any action which is in any way inconsistent with or in derogation of this subordination or of the rights of Tenant Lender hereunder are expressly subject and subordinate covenant to perform such further acts as necessary or appropriate to give effect to this subordination. Without limiting the lien generality of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsforegoing, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or Guarantor will not assign any portion of the Premises (Subordinated Indebtedness, except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Guaranty Agreement; and Guarantor shall not pay to Landlord any installment of Base Rent more than one (I) month in advance cause all evidence of the due date thereof, unless Landlord Lender shall consent Subordinated Indebtedness to such prepaymentset forth the provisions hereof or to bear a legend that it is subject hereto.

Subordination. This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the rights lien of Tenant any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a mortgagee or prospective mortgagee ("Mortgagee") requests that this Lease be subject and subordinate to its mortgage or deed or trust or similar lien ("Mortgage"), and if Landlord consents to such subordination, this Lease and Tenant's interest hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") such Mortgage and any to all renewals, extensions, modifications, replacements, consolidations and replacements thereof, which now or hereafter affect extensions thereof and to any and all or any portion of advances made thereunder and the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderinterest thereon. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthat, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any documentation reasonably reasonable instrument or other document required by any TF Lender such Mortgagee to subordinate this Lease and its interest in the Premises to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant Lendershall, which are reasonably acceptable to Landlord within ten (10) business days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any Landlord Lender, to confirm and all reasonable documents and instruments confirming the priority of such lender's intereststhis Lease. Notwithstanding In any event, however, if this Lease shall have priority over the provisions lien of a first Mortgage, this Section 17.1, Lease shall not become subject or subordinate to the holder lien of any Landlord Mortgage to which this subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the first Mortgagee. This Lease is and Tenant's interest hereunder shall be subject and subordinate shall have to each and every, ground or underlying lease hereafter made of the rightBuilding, at its sole optionthe Complex or the Land, at any and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that, within ten (10) business days after receipt of request therefor from Landlord, it will, from time to time, execute, acknowledge and deliver any instrument or other document required by any such lessor to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration and its interest in the Premises to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification ground or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentunderlying lease.

Subordination. This Tenant's rights and interests under this Lease and the rights of Tenant hereunder are expressly shall be (i) subject and subordinate to any existing or future mortgages, deeds of trust, xxxxxxxxx, or similar instruments covering the Premises and to all advances, modifications, renewals, replacements, and extensions thereof ("Mortgages"), or (ii) if any Mortgagee elects, prior to the lien of any mortgage present or deed future Mortgage. After receiving notice from any Mortgagee or ground lessor, which notice states that Landlord is in default under such instrument, Tenant shall attorn to and recognize such Mortgagee or ground lessor as a successor landlord, as if the successor landlord were the originally named Landlord, and no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of trust constituting a lien on the same is given to all Mortgagee(s) or ground lessor (provided Tenant shall have been furnished with the name and address of such Mortgagee or ground lessor), and the curing of any of Landlord's fee interest in defaults by such Mortgagee or ground lessor shall be treated as performance by Landlord. All Mortgagees shall have the same opportunity and rights as are available to Landlord to cure a Landlord default, which cure period shall run concurrently with Landlord's cure period specified hereunder. Notwithstanding the foregoing, if the Premises ("Landlord Mortgage") and any renewalsare, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion as of the Premises (except date hereof, subject to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Mortgage, Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord Tenant the subordination, non-disturbance and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially attornment agreement in the form attached hereto as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and H executed by the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereundercurrent Mortgagee. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer anything to the contrary herein contained, with respect to future Mortgages, Tenant's subordination and attornment obligations hereunder are conditioned upon receipt by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderfuture Mortgagee's interests. Notwithstanding the provisions standard form of this Section 17.1subordination, the holder of any Landlord Mortgage to which this Lease is subject non-disturbance and subordinate shall have the rightattornment agreement, at its sole optionwith such customary changes as Tenant and such Mortgagee mutually agree upon, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound agreeing to the terms of any material modification or amendment of this Lease entered into after the date of negotiate such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month changes in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.good faith and without undue delay

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to any and all mortgages or deeds on the lien property of which the Premises is a pmt, and tl1is clause shall be self-oper instrument necessary to effect such subordination; however, if requested by promptly execute and deliver to Landlord IDlY such certificate(s) in a commerc Landlord may reasonably request evidencing the subordination of this Lease to, Lease as additional security for, such mortgages or deeds of trust. Subject to tl1e Landlord provide Tenant with a non-disturbance agreement in a commercially re Tenant from any mortgagee, trustee or beneficiary, this Lease shall be subject mmtgage or deed of tmst which may hereafter encumber the propeJty of whic Tenant's obligations under this Lease shall continue in full force and effect n default proceedings under a mortgage or deed of trust constituting a lien on and shall attom to th beneficiary of such mmtgage or deed oftmst, and their successors or assigns, an any foreclosure or default proceedings. Tenm1t will, upon request by Landlor Landlord or to any other person designated by Landlord's fee , any instmment or instru reasonable form required to give effect to the provisions of this Section. ASSIGNMENT AND SUBLETTING. 22-Tenant shall not assign, sublet, mmtgage, pledge or encumber this Lea interest in the Premises ("Landlord Mortgage") and whole or in any renewals, extensions, modifications, consolidations and replacements poJtion thereof, directly or indirectly, without tl1e Landlord, which now consent shall not be unreasonably withheld, conditioned, or hereafter affect dela assignment, sublease, mmtgage, pledge or encUlllbrance, Tenant shall: (i) remain petformance of all terms of this Lease, (ii) pay all reasonable costs incmred by with such assignment, sublease or mmtgage, including without limitation, attom exceed $1,500.00 so long as Tenant utilizes Landlord's standard fmm withou changes, and (iii) pay to Landlord one-half of any rental or any fees or charge excess of the Annual Rental payable to Landlord hereunder as futther renta deducting Tenant's actual and reasonable costs incurred in connection with such Landlord's consent to one assignment or sublease will not waive the requirem subsequent assignment or sublease as required herein. Any attempted assignme in violation of the terms and conditions of this numbered Section 22 shall be nul to Landlord of a proposed sublease or assignment of all or any portion of the Space"), Landlord shall have the option, within fifteen (15) days after its re terminate this Lease with respect to the Proposed Space, whereupon the pmti fmther rights or liabilities with respect to the Proposed Space except as othe herein and ui1less Tenant within ten (I0) days of receipt of Landlord's notice Proposed Space rescinds its request for such consent. In the event of a proposed assignment of this Lease or subletting of all o Tenm1t shall submit to Lm1dlord, in writing, (i) the uame of the proposed as current financial statements available to Tenant disclosing the financial co assignee or subtenant, (iii) the nature of the business of tl1e proposed assign assignment or sublease in writing. Tenant shall promptly deliver a copy of the f or sublease to Landlord upon its receipt of same. Notwithstanding anytl1ing in this Lease to the contrary, Tenant further ag or sublease shall be subject to the following additional limitations: (i) in no even Lease or sublet all or any portion of the Premises to an existing Tenant of subtenant or assignee (except unless Landlord consents to such assignment or sublease) proposed subtenant or assignee be a person or entity with whom Landlord or its to or from whom Landlord, or its agent, has given or received any written propo months regal'ding a lease of space in the extent that any such instrument expressly provides that this Business Pal'k; and (iii) Tenant shall n mte for which Tenant is willing to sublet the Premises; and all public adve1tisem the Lease is superior to it); provided that the holder Ol' sublet of the Landlord Mortgage ("Landlord Lender") agrees in writing Premises, or any portion thereof, shall be subject to Landlord, such approval not to disturb Tenantbe umeasotJably withheld or delayed. Said p include, Tenant's right to possession and use but not be limited to, the placement or display of any signs or xxxxxxx Premises or on the glass or any window or door of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interi visible from the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsexterior. Notwithstanding the provisions conditions set forth in Section 22 of the Lease, Xxxx (30) days advance written notice to Landlord (but without Landlord's consent), an entity into or with which Tenant is merged or consolidated or to which sub assets or stock are transferred, provided such merger or transfer of assets or stock purpose of transfen·ing the leasehold estate created by this Section 17.1Lease, and provided shall have a net wortl1 of not less than Tenant's net worth on the holder Commenceme tl1at controls Tenant or is controlled by Tenant or is under common control remains primarily liable after such assignment (either of (i) or (ii) being referre Assignee"). Tenant shall notify Landlord at least tlilrty (30) days before consu111tnated and furnish to Landlord docmnentation that such assignee qualifi hereunder. The term "control" as used in this paragraph shall mean ownership outstanding capital stock of that corporation and control over the management of 23. LANDLORD DEFAULT. In the event of any default by Landlord Mortgage under this Lease, Tenant will giv specifying such default with patticularity, a11d Landlord shall thereupon have t longer peliod as may be required in the exercise of due diligence) in which to which this Lease is subject and subordinate shall have c the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms event Landlord's cure of any material modification or amendment of this Lease entered into after default will take longer than ninety (90) day Tenant with a timeline for the date completion of such Landlord Mortgage, unless cure. Unless and until Land default after such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagenotice, Tenant shall not pay have any remedy or cause of action obligations of Landlord hereunder will be construed as covenants, not condition other provisions of this Lease to the contrmy, Tenm1t shall look solely to Building, and not to any other or separate business or non-business assets of L member, shareholder, officers or representative of Landlord, for the satisfaction Tenant against Landlord, and if Landlord shall fail to pe1form any installment covenant, t Lease upon Landlord's part to be performed, and as a consequence of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.defau

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage underlying land leases or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, to secure debt which may now or hereafter affect this Lease, the Building or the Property and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and such deeds to secure debt. Such subordination shall be effective without the necessity of any further instrument or any portion act on the part of Tenant to effectuate such subordination, but Tenant agrees that, in confirmation of the Premises (except to the extent that any such instrument expressly provides that subordination set forth in this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantParagraph 14, TenantTenant shall, at Landlord's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to request, execute and deliver such further instruments as may be desired by any holder of a deed to Landlord and secure debt (a "Mortgagee") or by any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage such underlying land leases (a "Lessor"). Tenant shall also deliver to any such Mortgagee or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Lessor within ten (10) business days after of written request any documentation reasonably required an attornment agreement, providing that such Tenant shall continue to abide by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to comply with the terms of any material modification or amendment and conditions of this Lease entered into after in the date event such Mortgagee or Lessor takes title to the Property, so long as the Mortgagee or Lessor delivers to Tenant a non-disturbance agreement (which non-disturbance agreement may be a part of such the above-mentioned attornment agreement), which non- disturbance agreement shall provide that so long as Tenant continues to abide by the terms and conditions of this Lease, Mortgagee or Lessor, whichever the case may be, will permit Tenant to continue to occupy the Premises. Landlord Mortgageshall use reasonable efforts to obtain a non-disturbance and attornment agreement for Tenant from its existing Mortgagee, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees and from any future Mortgagee, provided that after the date of such Landlord Mortgage, Tenant shall not pay interfere with Landlord's relationship with any such Mortgagee and the failure of such Mortgagee to Landlord any installment provide such subordination and attornment agreement shall not affect the validity of Base Rent more than one (I) month in advance this Lease or of the due date thereof, unless Landlord Lender shall consent automatic subordination of this Lease to any mortgage held by such prepaymentMortgagee as provided above.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord MortgageLANDLORD MORTGAGE") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord LenderLANDLORD LENDER") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E, together with such changes as Lender may reasonably require; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF TE Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I1) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on "MORTGAGE"), or any ground lease, master lease, or primary lease (each, a "PRIMARY LEASE"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "LANDLORD'S MORTGAGEE"). Notwithstanding the foregoing, the subordination of this Lease to future Mortgages shall be subject to Tenant's receipt of a non-disturbance agreement ("SNDA") reasonably acceptable to Tenant which provides in substance that so long as Tenant is not in default under the Lease past applicable cure periods, its use and occupancy of the Premises shall not be disturbed notwithstanding any default of Landlord under such Mortgage. Any Landlord's fee Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord's Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord's Mortgagee's Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of all ground or underlying leases and to any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Mortgage(s) and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect such leases or the Land and to all or any portion of the Premises (except to the extent that any such instrument expressly provides renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that this Lease is superior to it); provided that subordination shall be operative only if the holder ground lessor or Mortgagee executes a non-disturbance agreement in favor of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenantwhich may be on the ground lessor's right to possession and use of the Premises and Tenantor Mortgagee's rights under standard form as long as this form includes a provision that ground lessor, Mortgagee or a purchaser at a foreclosure sale shall recognize this Lease so as long as there shall be is no Event of Default on behalf (the "Non-Disturbance Agreement"). Subject to receipt of a Non-Disturbance Agreement, Tenant hereundershall execute promptly any instrument confirming such subordination that Landlord or any ground lessor or Mortgagee may request by notice to Tenant. Notwithstanding the foregoing, before a proceeding to terminate a ground lease or a foreclosure sale under a Mortgage, the ground lessor or Mortgagee shall have the right to subordinate the ground lease or Mortgage to this Lease, in which case, in the event of a termination of the ground lease or a foreclosure under the Mortgage, this Lease shall continue in full force and effect and Tenant shall attorn to and recognize as its landlord the ground lessor or the purchaser of Landlord's interest under this Lease, as case may be. Tenant agrees to execute shall, upon the request of a purchaser at foreclosure, execute, acknowledge and deliver to Landlord any instrument that has for its purpose and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and effect Tenant's Lender, attornment to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; purchaser provided that such Landlord Lender instrument contains a customary non-disturbance agreement in favor of Tenant, which shall include a provision that such purchaser agrees to recognize this Lease and the rights of Tenant set forth herein for so as long as there shall be is no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentDefault.

Subordination. This (a) Subject to the provisions of this ARTICLE 7, this Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord MortgageSUPERIOR MORTGAGE") and any renewalseach underlying lease including, extensionswithout limitation, modifications, consolidations and replacements thereof, the Xxxxxxxxx (a "SUPERIOR LEASE") which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall 42 have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off not shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a "SUPERIOR LESSOR" and the mortgagee under a Superior Mortgage is called a "SUPERIOR MORTGAGEE". Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be no Event of Default on behalf of necessary to make such subordination effective if a non-disturbance and attornment agreement shall have been delivered. Notwithstanding anything contained in this SECTION 7.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form attached hereto as EXHIBIT F or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non-disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver such agreement within 30 days after delivery of such agreement to Landlord Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Tenant acknowledges and agrees that simultaneously herewith Tenant and the existing Superior Mortgagee and the existing Superior Lessor have executed and exchanged non-disturbance and attornment agreements which satisfy the requirements of this SECTION 7.01. Tenant shall execute any Landlord Lender at any time and from time to time all such documents reasonably amendment of this Lease requested by Landlord a Superior Mortgagee or Landlorda Superior Lessor; PROVIDED such amendment shall not (i) result in a material increase in Tenant's Lender, which are reasonably acceptable obligations under this Lease or a material reduction in the benefits available to Tenant and Tenant's Lenderor (ii) diminish the rights, privileges, interest or estate or Tenant or alter the Term, the Premises or the services to be provided to Tenant by Landlord hereunder (except, in either case, to confirm a DE MINIMIS extent). In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or effect by such subordination Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a "SUCCESSOR LANDLORD"), shall, subject to the terms of this ARTICLE 7 and the delivery of a subordination, non-disturbance and attornment agreement in accordance with this Section automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, an SNDA substantially Landlord); (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than thirty (30) days in advance of the form attached as Exhibit Edate upon which such payment was due to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord or expressly approved in writing by it or received by it; provided (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith, or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgement, cancellation or surrender of this Lease made without the consent of such Successor Landlord. Nothing contained herein shall be deemed to relieve any Successor Landlord of any liability arising by reason of its acts or omissions from or after the date that such Successor Landlord Lender agrees shall become the landlord under this Lease, and such Successor Landlord shall be obligated to recognize perform Landlord's obligations under this Lease arising from and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)after becoming landlord, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1Lease. Upon request by such Successor Landlord, the holder of any Landlord Mortgage to which this Lease is Tenant shall, subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of this ARTICLE 7 and the delivery of a subordination, non-disturbance and attornment agreement in accordance with this Section execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to make such attornment effective. It is hereby acknowledged and agreed that the foregoing provisions are not intended to relieve any material modification or amendment of Successor Landlord from its obligations under this Lease entered into from and after the date of such it becomes Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentunder this Lease.

Subordination. This Tenant agrees that this Lease is and the rights of Tenant hereunder are expressly subject and shall be subordinate to any mortgage, deed of trust, ground lease, underlying lease or other prior lien (hereinafter “Prior Lien”) that may heretofore be placed upon the lien Project or the Building, and all renewals, replacements and extensions thereof. Landlord hereby warrants that as of the date hereof, there is no Prior Lien encumbering the Project or the Building. If any Prior Lien holder wishes to have this Lease prior to its Prior Lien, then and in such event, upon such Prior Lxxx xxxxxx’x notifying Tenant to that effect, this Lease shall be deemed prior to the Prior Lien. Landlord shall have the right to hereafter cause this Lease to be subordinated to any mortgage, deed of trust, ground lease or underlying lease that may hereafter be placed upon the Project or Building (in which case the same shall be deemed a “Prior Lien” for purposes of this Lease), provided that the holder of such instrument concurrently provides Tenant with a commercially reasonable non-disturbance agreement. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust constituting is foreclosed or a lien on Landlord's fee interest conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion tenant of the Premises (except successor in interest to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord, provided that such successor in interest recognizes the holder interest of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights Tenant under this Lease so long as there shall be if no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize default under this Lease and the rights then exists. Within fifteen (15) days of presentation, Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by documents which any TF Lender or Tenant Lender, which are reasonably acceptable such Prior Lien holder may require to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding effectuate the provisions of this Section 17.119 provided that any such document does not modify Tenant’s rights or obligations hereunder in any monetary respect or otherwise in any material respect and provided further that in the event of any subordination of this Lease to a Prior Lien, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording such Prior Lien concurrently provides Tenant with a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentcommercially reasonable non-disturbance agreement.

Subordination. This Lease Agreement and the rights all of Tenant hereunder its terms, covenants, representations, warranties, agreements and conditions are expressly in all respects subject and subordinate to the lien Sublease (minus the Excluded Sections), which is in all respects subject and subordinate to the Prime Lease. BRG MANAGER acknowledges notice and full knowledge of all of the terms, covenants and conditions of the Sublease and the Prime Lease. The following Sections of the Sublease are collectively referred to herein as the “Excluded Sections”: (i) Sections 10 and 17; and (ii) any mortgage or deed of trust constituting a lien on Landlord's fee interest references in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion body of the Premises (except Sublease to any renewal rights, expansion or contraction rights, early termination rights, extension rights, or rights or first offer/refusal, if any. Except for the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Excluded Sections, all of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession terms and use conditions of the Premises Sublease, including all remedies, obligations, rights of entry, rights of enforcement, indemnifications, releases, waivers, and Tenant's rights to payment or reimbursement, and definitions of an “Event of Default” thereunder, are hereby incorporated by reference and made a part hereof, provided (i) Prime Landlord shall continue to have all rights set forth in the Prime Lease and Chevron shall continue to have all rights set forth in the Sublease (notwithstanding the fact that BRG MANAGER shall also have some of those same rights under this Agreement), and (ii) BRRE shall not be deemed to have assumed any of the obligations of Chevron or Prime Landlord as a result of the incorporation of the Prime Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthe Sublease, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that maintenance and repair obligations, and any indemnification obligations, unless such Landlord Lender agrees to recognize this Lease obligations are specifically (and the rights of Tenant independently) set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsAgreement. Notwithstanding the provisions of this Section 17.1foregoing, the holder of any Landlord Mortgage to which this Lease wherever it is subject and subordinate stated that BRG MANAGER (or its Permitted Designee) shall have the right“rights” of the subtenant under the Sublease, at BRRE’s sole obligation to BRG MANAGER (or its sole optionPermitted Designee) with respect such rights shall be to enforce such rights against Chevron (and to use commercially reasonable efforts to have Chevron enforce its rights against Prime Landlord under the Prime Lease) for BRG MANAGER’s (or its Permitted Designee’s) benefit as provided in the following sentence. In the event of any failure or default of performance by (i) Prime Landlord under the Sublease Consent or (ii) Chevron under the Sublease or the Sublease Consent, at any timeBRRE agrees to (x) provide prompt written notice thereof, to subordinate BRG Manager (or its Permitted Designee), and subject the Landlord Mortgage, in whole (y) upon written notice from BRG MANAGER (or in partits Permitted Designee), to this Lease by recording a unilateral declaration make prompt demand upon Prime Landlord or Chevron, as applicable, to such effect. Tenant hereby agrees that any Landlord Lender perform its obligations under the Sublease Consent and/or Sublease, as applicable, and to take commercially reasonable and appropriate legal action to enforce the Sublease Consent and/or Sublease, as applicable., but if the enforcement is solely to protect BRG MANAGER (or its Permitted Designees), then BRRE shall not be bound obligated unless BRG MANAGER (or its Permitted Designee) indemnifies BRRE and pays all costs associated with such enforcement (including reasonable attorneys’ fees). BRG MANAGER and, as applicable, its Permitted Designee(s) agree that BRRE’s sole obligation shall be to exercise its rights and remedies against Prime Landlord or Chevron, as applicable, insofar as lawfully permissible to enforce such obligations for the terms benefit of any material modification or amendment of this Lease entered into after BRRE as subtenant under the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentSublease.

Subordination. This Lease [Grassland Owner shall ensure that any deed, mortgage, lien or other encumbrance on or affecting the Property that arises subsequent to the Effective Date shall be subordinate to this Agreement, unless the Grassland Owner makes an additional contribution to the Buffer Pool of 10% of baseline organic carbon emissions and, in consideration thereof, and in accordance with Section 5.4.3 of the Grassland Project Protocol, the Grassland Owner and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to Reserve subsequently execute and deliver to Landlord record a "Subordination of Restrictive Covenant and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA Project Implementation Agreement" substantially in the form attached hereto as Exhibit EE. Such contributions to the Buffer Pool as enumerated herein shall be in addition to the Buffer Pool contributions required by the Grassland Project Protocol and shall be an ongoing obligation of Grassland Owner for the Term; provided provided, however that such Landlord Lender agrees the Reserve may, from time to recognize this Lease time, decrease or increase the required additional Buffer Pool contributions if the Reserve determines, in its sole and absolute discretion, that the rights of Tenant percentages set forth herein are either too high or too low, or otherwise should be modified.]19 ["Subordination and Buffer Pool Contribution. This Agreement shall be subordinate to any deed or mortgage on or affecting the Property that arises subsequent to the date of this Agreement. Grassland Owner acknowledges that Reserve would not agree to this Section 31 without Grassland Owner's increased contribution to the Buffer Pool in the amount of 10% of baseline organic carbon emissions, except in the circumstance where the Project Owner is an accredited land trust as described in Section 5.4.3 of the Grassland Project Protocol. Such contributions to the Buffer Pool as enumerated herein are in addition to the Buffer Pool contributions required by the Grassland Project Protocol and shall be an ongoing obligation of Grassland Owner for so the Term; provided, however that the Reserve may, from time to time, decrease or increase the required additional Buffer Pool contributions if the Reserve determines, in its sole and absolute discretion, that the percentages set forth herein are either too high or too low, or otherwise should be modified. So long as there shall be no Event Grassland Owner is not in default of Default on behalf its obligations hereunder, including but not limited to its contributions to the Buffer Pool, Grassland Owner may request from time to time that Reserve execute the 'Subordination of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed Restrictive Covenant and Project Implementation Agreement' in lieu thereof), this Lease shall remain the form attached hereto as Exhibit D. Reserve's consent to execute the 'Subordination of Restrictive Covenant and Project Implementation Agreement' in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender form attached hereto as Exhibit D shall not be bound unreasonably withheld. Prior to the terms Reserve’s execution of any material modification or amendment of this Lease entered into after Exhibit D, the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant Grassland Owner shall not pay to Landlord any installment of Base Rent more than one (I) month in advance provide an appraisal of the due date thereof, unless Landlord Lender shall consent to such prepaymentProperty prepared by a Qualified Appraiser within the previous six months."]21

Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes referred to as “Mortgage”) against the Project or any portion thereof. This Lease and the rights of Tenant hereunder hereunder, shall be and are hereby made expressly subject and subordinate at all times to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereto provided that the holder of any such Mortgage shall provide Tenant with a commercially reasonable nondisturbance and attornment agreement which provides that so long as there is no Event of Default under this Lease, Tenant’s occupancy and quiet enjoyment of the Premises pursuant to this Lease, shall not be disturbed. Subject to Tenant’s receipt of such nondisturbance and attornment agreement, if any such mortgage or deed of trust constituting is foreclosed or a lien on conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's fee interest ’s successor in interest, Tenant shall attorn to and become the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, tenant of such successor in which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb event Tenant, Tenant's ’s right to possession and use quiet enjoyment of the Premises and Tenant's rights under this Lease so will not be disturbed as long as there shall be is no Event of Default on behalf of Tenant hereunderunder this Lease. Tenant agrees Notwithstanding anything to execute and deliver the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to the Tenant, subordinate its Mortgage to this Lease. Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable represents to Tenant and Tenant's Lenderthat, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such this Lease, Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees not entered into a Mortgage that after encumbers the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentPremises.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to all ground leases and master leases and the lien of all mortgages and deeds of trust which now or hereafter affect the Premises or the Project or Landlord's interest therein, and all amendments thereto, all without the necessity of Tenant's executing further instruments to effect such subordination. If requested, Xxxxxx shall execute and deliver to Landlord within fifteen (15) days after Xxxxxxxx's request whatever documentation that may reasonably be required to further effect the provisions of this paragraph including a Subordination, Nondisturbance and Attornment Agreement. Xxxxxx's failure to deliver said documentation in such time period shall be an Event of Default hereunder. Notwithstanding anything to the contrary contained in the foregoing, Xxxxxx's obligation to hereafter subordinate this Lease to any ground lease or master lease hereafter encumbering the Project or the Building or the lien of any future mortgagee or trust deed beneficiary under a mortgage or deed of trust constituting hereafter encumbering the Project or Building or to hereafter attorn to such ground lessor, master lessor, mortgagee or beneficiary shall be conditioned upon the willingness of such ground lessor, master lessor, mortgagee or beneficiary to enter into a lien on Landlord's fee interest in Subordination, Nondisturbance and Attornment Agreement with Tenant. In addition, Landlord covenants that Eclipse is the Premises ("Landlord Mortgage") only current lienholder with rights superior to this Lease, and any renewalsthere are no other existing mortgagees, extensionstrust deed beneficiaries, modifications, consolidations and replacements thereof, which now ground lessors or hereafter affect all or any portion of the Premises (except master lessors with respect to the extent that any such instrument expressly provides that this Lease is superior Project. Landlord covenants and agrees to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb provide Tenant, Tenant's right prior to possession the Commencement Date, a Subordination, Nondisturbance and use Attornment Agreement fully executed by such lienholder, a copy of the Premises and Tenant's rights under this Lease so long as there shall which will be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.H.

Subordination. This Lease and the all rights of Tenant hereunder are expressly shall be subject and subordinate in all respects to the lien (a) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of any mortgage or deed term of trust constituting a lien on Landlord's fee interest in the Premises or any portion thereof (collectively, including the applicable items set forth in Subdivision (d) of this Section 8.1, the "Landlord MortgageSuperior Lease") whether or not the Superior Lease shall also cover other lands or buildings, (b) all mortgages and any renewalsbuilding loan agreements, extensions, modifications, consolidations and replacements thereofincluding leasehold mortgages, which may now or hereafter affect the Premises or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (c) and (d) of this Section 8.1, the "Superior Mortgage"), whether or not any Superior Mortgage shall also cover other lands or buildings or leases, (c) each advance made or to be made under any Superior Mortgage, and (d) all or any portion renewals, modifications, replacements, substitutions and extensions of the Premises Superior Lease and any Superior Mortgage. Any holder of a Superior Mortgagee (except to the extent that any such instrument expressly provides a "Superior Mortgagee") may elect that this Lease is superior shall have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderbe deemed to have priority over such Superior Mortgage, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which whether this Lease is subject and subordinate shall have dated prior to or subsequent to the rightdate of such Superior Mortgage. If, at its sole optionin connection with the obtaining, at any time, to subordinate and subject continuing or renewing of financing for which the Landlord MortgagePremises or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender bank, insurance company, pension fund or other lending institution shall not be bound to the terms of any material modification or amendment request reasonable modifications of this Lease entered into after as a condition of its granting such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not increase the date Base Rent, materially and adversely increase the obligations of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification Tenant hereunder or amendmentmaterially and adversely affect Tenant's rights hereunder. Tenant hereby agrees that after it will take no steps to terminate this Lease or xxxxx Rent payable hereunder without giving each lessor under a Superior Lease (a "Superior Lessor"), and any Superior Mortgagee requesting same, written notice of any default by Landlord and the date opportunity to cure such default (without any obligation on the part of any such person to cure such default) within 45 days thereafter or, if such Superior Lessor or Superior Mortgagee commences such cure within 30 business days and diligently pursues such cure, such longer period as may be reasonably necessary to effect such cure. Landlord Mortgageshall endeavor to obtain a subordination and non-disturbance agreement, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofrecordable form, unless Landlord Lender shall consent to such prepaymentfor each present and future Superior Mortgagee or Superior Lessor.

Subordination. This Lease and the rights of Tenant hereunder are expressly Sublease is subject and subordinate to the lien Lease and to all other matters and interests to which the Lease is or shall be subordinate. In the event of any mortgage termination, re-entry or deed dispossession by Prime Lessor under the Lease, Prime Lessor may, at its option, take over all of trust constituting a lien on Landlordthe right, title and interest of Landlord under this Sublease and Tenant shall, at Prime Lessor's fee interest in option, attorn to Prime Lessor pursuant to the Premises ("Landlord Mortgage"then executory provisions of this Sublease. In accordance with the requirements of Section 45(B)(2)(b) and any renewalsof the Lease, extensionsto induce Prime Lessor to consent to this Sublease, modifications, consolidations and replacements thereof, which now Tenant agrees that if Prime Lessor shall recover or hereafter affect all or any portion come into possession of the Premises (except to before the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder expiration of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantLease, Tenant's Prime Lessor shall have the right to possession take over this Sublease and use of the Premises and Tenant's rights under this Lease so long as there to have it become a direct lease with Prime Lessor in which case Prime Lessor shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees succeed to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Landlord hereunder (it being understood that Prime Lessor shall elect upon the commencement of any proceedings against Landlord to terminate the Lease whether to have Tenant set forth herein for so long attorn or whether to join Tenant as there a party defendant in which case Tenant shall not be required to attorn). This Sublease shall be no Event subject to the condition that, notwithstanding anything to the contrary in this Sublease, from and after the termination of Default on behalf the Lease, Tenant shall waive any right to surrender possession or to terminate this Sublease by reason of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)termination of the Lease and, this Lease shall remain in full force and effect at Prime Lessor's election made in accordance with its terms. Landlord and any Landlord Lender the preceding sentence, Tenant shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to Prime Lessor for the balance of the term hereof and shall attorn to and recognize Prime Lessor, as landlord, under all of the then executory terms of this Sublease, except that Prime Lessor shall not (i) be liable for any material previous act, omission or negligence of Landlord, except for services, repairs, maintenance and restoration Prime Lessor is obligated to perform under the Lease, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sublease, which theretofore accrued to Tenant, or (iii) be bound by any modification or amendment of this Lease entered into after the date Sublease of such Landlord Mortgagewhich Prime Lessor has not received notice or by any prepayment of more than one month's rent and additional rent which shall be payable as provided in this Sublease, unless such Landlord Lender has consented to such material modification or amendmentprepayment shall have been approved in writing by Prime Lessor to the extent required under this Sublease. Tenant hereby agrees that after the date of shall execute and deliver to Prime Lessor any instruments Prime Lessor may reasonably request to evidence and confirm such Landlord Mortgage, attornment. Tenant shall not pay be deemed to Landlord any installment have given a waiver of Base Rent more than one (I) month in advance subrogation of the due date thereof, unless Landlord Lender shall consent to such prepaymenttype provided for in the Lease. Tenant represents that it has read and is familiar with the terms of the Lease.

Subordination. This Lease and In the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage event Landlord’s title or deed of trust constituting a lien on Landlord's fee leasehold interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which is now or hereafter affect all or any portion of the Premises (except encumbered in order to the extent that any such instrument expressly provides that this Lease is superior secure a loan to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantLandlord, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendershall, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days of written request from Landlord or the lender, execute in writing an agreement subordinating its rights under this lease to the lien of such encumbrance, or, if so requested, agreeing that the lien of lender’s encumbrance shall be or remain subject and subordinate to the rights of Tenant under this lease. Tenant’s failure to execute and deliver a subordination agreement in a timely manner shall constitute a material default under this lease. Tenant hereby irrevocably appoints Landlord the attorney-in-fact of Tenant to execute, deliver and record any such instrument or instruments for and in the name and on behalf of Tenant. Notwithstanding any such subordination, Tenant’s possession under this lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all amounts due hereunder and otherwise observe and perform all provisions of this lease. In addition, if in connection with any such loan the lender shall request reasonable modifications of this lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereof, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s rights hereunder. Within ten (10) days after written request any documentation from Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by Landlord or Landlord’s lender to verify the net worth of Tenant. In addition, Tenant shall deliver to Landlord’s lender any TF Lender financial statements required by such holder to facilitate the financing or refinancing of Landlord’s interest in the Project. Tenant Lender, which are reasonably acceptable represents and warrants to Landlord that each such financial statement is a true and any Landlord Lender, to confirm the priority accurate statement as of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentstatement. Tenant hereby agrees that after All financial statements shall be confidential and shall be used only for the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentpurposes set forth herein.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate As a condition to the lien effectiveness of any mortgage or deed of trust constituting a lien on this Lease, Landlord shall cause Landlord's fee interest existing lender to execute and deliver to Tenant on or before May 1, 1996 a Non-Disturbance Agreement in a form reasonably acceptable to Tenant containing an undertaking on the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion part of the Premises (except to the extent existing lender that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease shall not be terminated or foreclosed by reason of any foreclosure of the deed of trust presently encumbering the Property so long as there shall be no Event Tenant is not in default under this Lease, At the option of Default on behalf any ground lessor, mortgagee, deed of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and trust beneficiary, or holder of any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitationother hypothecation (each, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale "Encumbrance Holder") under any Landlord Mortgage ground lease, mortgage, deed of trust, or other hypothecation for security (or transfer by deed in lieu thereof)each, an "Encumbrance") hereafter placed upon the Premises, this Lease shall remain in full force be subordinated to any such Encumbrance and effect in accordance with its termsto any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Encumbrance Holder executes a Non-Disturbance Agreement reasonably acceptable to Tenant. Landlord and any Landlord Lender Tenant shall execute any documents required to effectuate such subordination and non-disturbance within ten (10) days after request written request. Tenant shall attorn to any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, purchasers at any timeforeclosure sale, or to subordinate and subject the Landlord Mortgageany grantee or transferee designated in any deed given in lieu of foreclosure, in whole provided that such purchaser or in part, transferee agrees to this Lease by recording a unilateral declaration to such effect. recognize Tenant hereby agrees that any Landlord Lender shall not be bound to under the terms of any material modification or amendment the Lease and performs all of this Lease entered into the obligations of Landlord to be performed from and after the date of such Landlord Mortgagethe transfer. Notwithstanding anything to the contrary in the foregoing, unless such Landlord Lender has consented if any Encumbrance Holder shall elect to have this Lease prior to its Encumbrance, and shall give notice thereof to Tenant, then this Lease shall be deemed prior to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentEncumbrance.

Subordination. This Lease The indebtedness evidenced by the Note and the rights of Tenant hereunder are expressly secured by this Mortgage shall be subject and subordinate in all respects, including, without limitation, priority to the lien right of any mortgage or deed payment in full of trust constituting a lien on Landlord's fee interest Xxxxx Fargo Loan evidenced by the Xxxxx Fargo Loan Documents dated as of [ , 2022]. Further, the indebtedness evidenced by the Note is and shall be subordinate in right of payment to the Premises ("Landlord prior payment in full of the indebtedness evidenced by the First Housing Loan. This Mortgage securing the Note is and shall be subject and subordinate in all respects to the liens, terms, covenants, and conditions to the First Housing Mortgage") and any renewals. Notwithstanding anything to the contrary contained herein, extensionsso long as the First Housing Loan is outstanding, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except Note evidencing the First Housing Loan is unpaid, Mortgagee’s rights to declare a default, accelerate the indebtedness secured by the Note, this Mortgage or any other loan document entered into between the Mortgagor and Mortgagee, commence a foreclosure of this Mortgage, or pursue any other right or remedy under the Note, this Mortgage or any other loan document entered into between the Mortgagor and Mortgagee, shall be subordinate in all respects to the extent that First Housing Mortgagee. Mortgagee consents to any such instrument expressly provides that this Lease is superior to it); provided that agreement or arrangement in which the holder First Housing Mortgagee waives, postpones, extends, reduces or modifies any provisions of the Landlord First Mortgage ("Landlord Lender") loan documents, including any provision requiring the payment of money. Mortgagee further agrees in writing not that its agreement to disturb Tenant, Tenant's right subordinate herein shall extend to possession and use any new mortgage debt which is for the purpose of refinancing all or any part of the Premises First Housing Loan (including reasonable and Tenant's rights under this Lease so long as there necessary costs associated with the closing and/or the refinancing) and, in the event of new mortgage debt, Mortgagee shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord First Housing Mortgagee a new subordination agreement on the same terms and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached conditions as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentherein.

Subordination. This Upon written request of Lessor, a Facility Mortgagee or the beneficiary of a deed of trust of Lessor, Lessees will subordinate their rights pursuant to this Lease and the rights of Tenant hereunder are expressly subject and subordinate in writing (i) to the lien of any mortgage, deed of trust or the interest of any lease in which Lessor is lessee and to all modifications, extensions, substitutions thereof (or, at Lessor's option, cause the lien of said mortgage, deed of trust or the interest of any lease in which Lessor is the lessee to be subordinated to this Lease), and (ii) to all advances made or hereafter to be made thereunder. In connection with any such request, Lessor shall provide Lessees with a Non-Disturbance Agreement reasonably acceptable to such mortgagee, beneficiary or lessor providing that should such mortgagee, beneficiary or lessor acquire the Leased Property by way of foreclosure or deed in lieu, such mortgagee, beneficiary or lessor will not disturb Lessees' possession under this Lease and will recognize Lessees' rights hereunder provided no Event of Default has occurred under this Lease. Lessees agree to consent to amend this Lease as reasonably required by any Facility Mortgagee; Lessees shall be deemed to have unreasonably withheld or delayed their consent to changes or amendments to this Lease requested by the holder of a mortgage or deed of trust constituting a lien on Landlordor such similar financing instrument encumbering Lessor's fee interest in the Premises Leased Property if such changes do not materially ("Landlord Mortgage"i) and any renewalsalter the economic terms of this Lease, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender"ii) agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and diminish the rights of Tenant set forth herein Lessees, or (iii) increase the obligations of Lessees, provided that Lessees shall also have received the non-disturbance agreement provided for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentArticle.

Subordination. This Provided the holder of each such mortgage shall execute and deliver to Tenant the "Non Disturbance Agreement" (as hereinafter defined), this Lease shall not be superior to any mortgages that now encumber, or may hereafter be placed upon, the said Premises. Any such mortgage or mortgages for which a Non-Disturbance Agreement has been executed shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording, and the Tenant agrees to execute any instruments, without cost, which may be deemed reasonably necessary or desirable, to further effect the subordination of this Lease to any such mortgage or mortgages, provided such instruments shall not increase Tenant's obligations or diminish Tenant's rights under this Lease. The subordination of this lease to mortgages as herein provided is subject to the condition that the holder of each such mortgage shall execute and deliver to Tenant an agreement in writing (the "Non-Disturbance Agreement") which shall provide that provided Tenant is not in default after notice and the expiration of any of the applicable grace periods under this Lease then (i) Tenant shall not be named or joined in any action or proceeding to foreclose any of such mortgages, (ii) such action or proceeding shall not result in a cancellation or termination of the term of this Lease, and (iii) in the event any such holder or its designee or successor shall succeed to the rights of Landlord under this Lease, this Lease shall continue in full force and effect as a direct lease between the Tenant hereunder and such holder or its designee or other successor to the rights of Landlord. Landlord represents to Tenant as of the date hereof, there are expressly no ground or underlying leases which are superior to this Lease. Subject to the provisions of Paragraph 50 hereof, Tenant acknowledges that this Lease shall be subject and subordinate to the lien of existing mortgages encumbering the Leased Premises but not any mortgage refinancings, replacements, extensions or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all modifications thereof or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested additional financing secured by Landlord or Landlord's Lenderon the Shopping Center, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate unless tenant shall have received the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentNon-Disturbance Agreement referenced heretofore.

Subordination. This Lease Lender and the rights of Tenant hereunder are expressly subject Borrower acknowledge and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides agree that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease Security Instrument is subject and subordinate in all respects to the liens, terms, covenants and conditions of the First Mortgage. Owner covenants and agrees to comply with all of the terms and provisions of the First Mortgage. Further, any default on the part of the Owner herein under the terms of the Prior Mortgage or the Note secured hereby shall have constitute a default under the rightterms of this Mortgage and the Note secured thereby and shall entitle the Lender herein to exercise any and all rights and remedies given hereunder. The terms and provisions of the First Mortgage are paramount and controlling, at its sole option, at and they supersede any time, to subordinate other terms and subject provisions hereof in conflict therewith. In the Landlord event of a foreclosure or deed in lieu of foreclosure of the First Mortgage, any provisions herein or any provisions in whole any other collateral agreement restricting the use of the Property to low or moderate income households or otherwise restricting the Borrower's ability to sell the Property may have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors or assigns (other than the Borrower or a related entity of the Borrower), receiving title to the Property through a foreclosure or deed in partlieu of foreclosure of the First Mortgage shall receive title to the Property free and clear from such restrictions. Further, if the Senior Lien Holder acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Lease by recording Security Instrument shall terminate at the discretion of the Lender upon the Senior Xxxx Xxxxxx'x acquisition of title, such termination will not be unreasonably withheld provided that (i) the Lender has been given written notice of a unilateral declaration to such effect. Tenant hereby agrees that any Landlord default under the First Mortgage, (ii) the Lender shall not be bound have cured the default under the First Mortgage within the thirty (30)-day period provided in such notice sent to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord MortgageLender, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.and

Subordination. 9.01. This Lease Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all Mortgages which may now affect the lien of any mortgage Land and/or building whether or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") not such Mortgages or leases shall also cover other lands and/or buildings, to each and any every advance made or hereafter to be made under such Mortgages, and to all renewals, extensions, modifications, replacements and extensions of such leases and such Mortgages and spreaders and consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises such Mortgages. Provided that (except a) a future Mortgagee seeking to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there be a Superior Mortgagee shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderTenant an agreement, which are reasonably acceptable to Tenant and Tenant's Lenderin recordable form, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached hereto and made a part hereof as Exhibit E; F-1, or if required by such Mortgagee, in such Mortgagee’s then standard form to the effect that, provided no event of default beyond any applicable notice and cure period has occurred and is continuing hereunder, such Superior Mortgagee will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce any rights granted to such Superior Mortgagee against Landlord under its Superior Mortgage, and to the further effect that if there shall be a foreclosure of its Superior Mortgage, that the Superior Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s Leasehold estate or rights, hereunder, or (b) each future Superior Lessor shall execute and deliver to Tenant a non-disturbance agreement, in recordable form, reasonably satisfactory to Landlord Lender agrees and Tenant to the effect that, provided no event of default beyond any applicable notice and cure period has occurred and is continuing hereunder, such Superior Lessor will neither name nor join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce any rights granted to such Superior Lessor against Landlord under its Superior Lease, and to the further effect that if its Superior Lease shall terminate or be terminated for any reason, such Superior Lessor will recognize Tenant as the direct tenant of such Superior Lessor on the same terms as are contained in this Lease (any such agreement of similar import from a Superior Mortgagee or a Superior Lessor, as the case may be, being hereinafter referred to as a “Non-Disturbance Agreement”), this Lease, and the all rights of Tenant set forth herein for so long as there hereunder, are and shall be no Event subject and subordinate to all ground leases and underlying leases of Default on behalf the Land and/or the Building now or hereafter existing and to all Mortgages made by Landlord or any Superior Lessor or their successors or assigns which may now or hereafter affect the Land and/or building and/or any of Tenant hereunder. Notwithstanding any foreclosure such leases, whether or sale under any Landlord Mortgage (not such Mortgages or transfer by deed in lieu thereof), this Lease leases shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lenderalso cover other lands and/or buildings, to confirm the priority each and every advance made or hereafter to be made under such Mortgages, and to all renewals, modifications, replacements and extensions of such lender's interestsleases and such Mortgages and spreaders and consolidations of such Mortgages. Notwithstanding the The provisions of this Section 17.1, the holder 9.01 shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectbe required. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date In confirmation of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagesubordination, Tenant shall not pay promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the Mortgagee of any such Mortgage or any of their respective successors in interest may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instruments within 10 days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver any installment such instruments for and on behalf of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee of a mortgage or a beneficiary of a deed of trust now or hereafter encumbering all or any portion of the Building or the Project, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate at all times to the lien of such mortgages and deeds of trust (as well as to any advances made thereunder and to all renewals, replacements, modifications and extensions thereof); provided, that Tenant shall have the right to the continued quiet enjoyment of the Premises so long as Tenant is not in breach or default of its obligations under this Lease, and provided further that this 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 Lease and agrees that so long as Tenant performs its obligations under this Lease no foreclosure, deed given in lieu of foreclosure, or sale pursuant to the terms of such mortgage or deed of trust, or other steps or procedures taken by the holder of the mortgage or deed of trust, shall affect Tenant’s rights under this Lease. Notwithstanding the foregoing, Landlord or such mortgagee or beneficiary shall have the right to subordinate or cause to be subordinated any mortgages or deeds of trust to this Lease. In the event that any mortgage or deed of trust constituting is foreclosed or a lien on conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's fee ’s successor in interest, Tenant shall attorn to and become the tenant of such successor, provided such successor in interest delivers to Tenant a written agreement recognizing Tenant’s interest in the Premises ("Landlord Mortgage") this Lease and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion Tenant’s right to continued quiet enjoyment of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event Tenant is not in breach or default of Default on behalf of Tenant hereunderits obligations under this Lease. Tenant covenants and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation receipt of written demand by Landlord and in the form reasonably required by Landlord, any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm additional documents evidencing the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to the date lien of any such Landlord Mortgage, unless mortgage or deed of trust or Tenant’s agreement to attorn. Should Tenant fail to sign and return any such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagedocuments within said ten (10) day period, Tenant shall not pay to Landlord be in default hereunder without the benefit of any installment of Base Rent more than one (I) month additional notice or cure periods specified in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentSection 23.1 above.

Subordination. 23.1 SNDA. Landlord represents and warrants to Tenant that the Mortgage (defined below) in favor of Union Labor Life Insurance Company dated July 5, 2013 and recorded as Instrument No. 20130705001512 of the Official Records of the County of King, Washington (the “Existing Mortgage”), is the only Mortgage encumbering the Premises, and Landlord is not in default under such Existing Mortgage or any loan document related thereto, and there is no event or condition that, with the giving of notice or the passage of time, or both, would constitute a default by Landlord thereunder. Concurrently with Landlord’s execution and delivery of this Lease, Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreement, executed by Landlord and Landlord’s Mortgagee under the Existing Mortgage, in the form attached hereto as Exhibit H-1 (“Initial SNDA”). This Lease is and the rights of Tenant hereunder are expressly shall at all times be and remain subject and subordinate to the lien of any present or future deed of trust, mortgage or deed of trust constituting other security instrument (a lien on Landlord's fee interest in the Premises ("Landlord “Mortgage"”) and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of ground lease, master lease or primary lease (a “Primary Lease”) (and to any and all advances made thereunder) upon the Premises Project or the Premises, (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage or the lessor under any Primary Lease is superior referred to itherein as “Landlord’s Mortgagee”); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by unless Landlord or Landlord's Lender’s Mortgagee requires this Lease to be superior to any such Mortgage or Primary Lease; provided that, which are reasonably acceptable with respect to any Mortgage or Primary Lease not in effect as of the date hereof, Landlord’s Mortgagee has executed, acknowledged and delivered to Tenant a subordination, non-disturbance and Tenant's Lender, to confirm attornment agreement in commercially reasonable form that does not materially alter the rights or effect such subordination increase the obligations of Tenant under the Lease (including, without limitation, an preservation of Tenant’s rights and remedies with respect to receipt and/or nonpayment of the Allowance) (“Future SNDA”), which Future SNDA will be in substantially in the same form attached as Exhibit E; provided the Initial SNDA, except that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there Future SNDA shall also provide that any Landlord’s Mortgagee or its transferee or successor or assigns acquiring Landlord’s Mortgagee’s interest (a “Landlord’s Mortgagee Successor”) shall be no Event responsible for the any letter of Default on behalf of credit or security deposit provided by Tenant, whether or not actually received by and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage shall, within twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (1020) days after receipt of a written request therefor from Landlord, execute and return to Landlord, to execute, acknowledge and deliver any documentation reasonably required such Future SNDA, the effectiveness of which shall be conditioned on its execution by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentfuture Landlord’s Mortgagee.

Subordination. This Lease and shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). The automatic subordination to Landlord’s Mortgagee provided for in this Section 12 is expressly conditioned upon such Landlord’s Mortgagee, agreeing that as long as no Event of Default occurs under this Lease, such Landlord’s Mortgagee will not disturb Tenant’s rights of Tenant hereunder are expressly subject and subordinate possession under this Lease. Any Landlord’s Mortgagee may elect at any time, unilaterally, to the lien of any mortgage make this Lease superior to its Mortgage, Primary Lease, or deed of trust constituting a lien on Landlord's fee other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall, subject to Tenant’s receipt of a commercially reasonable non-disturbance agreement, execute and return to Landlord ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees other party designated in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute ) within ten (10) days Business Days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageforegoing, Tenant shall not pay be obligated to Landlord execute any installment of Base Rent more than one (I) month in advance document which alters any material provision of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease Lease, and all of the rights of Tenant hereunder are expressly subject and shall be subordinate to (i) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long to all renewals, modifications, consolidations, replacements and extensions thereof and to any and all advances now or hereafter made thereunder, (ii) all future ground leases of the premises, and (iii) all encumbrances hereafter of record (each holder of such superior interest being referred to herein as there a "Mortgagee"); providing such Mortgagee executes and delivers to Tenant a commercially reasonable nondisturbance agreement (and the parties agree a form of nondisturbance agreement substantially similar to that attached hereto as Exhibit H is a reasonable form thereof). Landlord shall be no Event responsible for any fees charged by Mortgagee in connection with Mortgagee's review and approval of Default on behalf an amendment to this Lease. In confirmation of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendersubordination, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days next following Landlord's request, Tenant shall execute and deliver such certificate in recordable form. In the event that Tenant shall fail or refuse to execute such certificate or document within the aforesaid time period, then Landlord shall send Tenant a second request therefor (Second Request). If Tenant fails to deliver such certificate or document within 5 days after request any documentation reasonably required by any TF Lender or Tenant's receipt of the Second Request then Tenant's failure to do so within such 5-day period shall be an event of default, and without limitation to Landlord's remedies for Tenant's defaults hereunder, Tenant Lenderhereby appoints the Landlord as its attorney-in-fact, which are reasonably acceptable to Landlord and any Landlord Lendercoupled with an interest, to confirm execute the priority same on behalf of Tenant, agrees that such appointment shall be binding upon Tenant, and further agrees to hold Landlord harmless of and from any and all liability or loss which the Landlord may sustain by reason of Tenant's failure to execute said certificate or document. Tenant agrees to give to any Mortgagee by certified mail, return receipt requested. or by reputable overnight courier, a copy of any notice of default served upon the 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 delivered to Tenant pursuant to the notice provisions hereof) of the address of such lender's interestsMortgagee. Notwithstanding `Tenant further agrees that if Landlord shall have failed to cure such default within the provisions of this Section 17.1time permitted therefor, then such Mortgagee shall have an additional thirty (30) days within which to cure such default or if such default cannot reasonably be cured within that time, then such reasonable additional time as may be necessary to cure such default providing that within such thirty (30) days, such lender has commenced and is diligently pursuing the holder of any Landlord Mortgage remedies necessary to cure such default, in which event this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound terminated while such remedies are being so diligently pursued. If the Mortgagee or any other party shall succeed to the terms rights of any material modification or amendment of this Lease entered into after the date Landlord under the Lease, then at the request of such Landlord Mortgage, unless such Landlord Lender has consented party so succeeding to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLandlord's rights, Tenant shall not pay attorn to and recognize such successor landlord as Tenant's landlord under this Lease providing such successor shall recognize Tenant's rights under this Lease, subject to the limitation of any subordination, nondisturbance and attornment agreement between the parties, and shall, within fifteen (15) days next following such landlord's request, execute and deliver any commercially reasonable instrument that such successor landlord may reasonably request to evidence such attornment. In the event that Tenant shall fail or refuse to execute such instrument within the aforesaid time period, then such landlord shall send Tenant a Second Request therefor). If Tenant fails to deliver such instrument within such 5-day period, then Tenant hereby appoints Landlord as its attorney-in-fact, coupled with an interest to execute the same on behalf of Tenant, and agrees that such instrument shall be binding upon Tenant, and further agrees to hold Landlord harmless of and from any installment and all liability or loss which Landlord may sustain by reason of Base Rent more than one (I) month Tenant's failure to execute said instrument. Upon such attornment, this Lease shall continue in advance full force and effect as if it were a direct Lease between the successor landlord and Tenant upon all of the due date thereofterms conditions and covenants as are set forth in this Lease and shall be applicable after such attornment; subject, unless Landlord Lender shall consent however, to such prepaymentthe limitations of any non-disturbance agreement between the parties, if any.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting ------------- trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and ), or any renewals-------- ground lease, extensionsmaster lease, modificationsor primary lease (each, consolidations and replacements thereofa "Primary Lease"), which that now ------------- or hereafter affect covers all or any portion part of the Premises (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is superior referred to it); provided that the holder of the Landlord Mortgage (herein as a "Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderMortgagee"). Landlord -------------------- shall use reasonable efforts to obtain a subordination, which are reasonably acceptable to Tenant non-disturbance and Tenantattornment agreement from the current Landlord's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially Mortgagee in the form attached of Exhibit L hereto within 60 days from the date hereof; however, Landlord's --------- failure to deliver such agreement shall not constitute a default by Landlord hereunder nor affect the subordination of the Lease as Exhibit Eprovided in this Section; and further provided that any administration fee or other similar cost imposed by Landlord's Mortgagee in connection with obtaining such Landlord Lender agrees to recognize this Lease subordination, non- disturbance and the rights of Tenant set forth herein for so long as there attornment agreement shall be no Event of Default on behalf of paid by Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) 15 days after Landlord's written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lendertherefor. Any Landlord's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionMortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten business days after written request therefor such documentation, in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord's Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord's Mortgagee's Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease Landlord represents and warrants to Tenant that Landlord is the fee owner of the Building and the rights of Tenant hereunder are expressly Property, subject and subordinate only to the lien Title Exceptions, including that certain Deed of Trust dated and recorded in the records of King County, Washington under Recording No. 980415-0720, in which Teachers Insurance and Annuity Association is the beneficiary, Transamerica Title Insurance Company is the trustee and Landlord is the grantor. Upon any mortgage or deed permitted refinancing of trust constituting a lien on such loan, Landlord, Landlord's fee interest in Lender and Tenant will execute a Subordination and Nondisturbance Agreement (the Premises ("Landlord MortgageSND Agreement") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached hereto as Exhibit E; provided Q for Landlord's Lender's benefit in which Tenant (i) confirms that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms Deed of Trust, (ii) agrees to attorn to Landlord's Lender if such Lender becomes the owner of the Property or the Building, (iii) agrees to give Landlord's Lender copies of whatever notices of default Tenant may give Landlord hereunder, (iv) agrees to accept a cure by Landlord's Lender of any material modification or amendment of this Lease entered into after Landlord's defaults, provided such cure is completed within the date of such Landlord Mortgagecure period set forth in the SND Agreement, unless such Landlord Lender has consented and (v) agrees not to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I1) month in advance of advance. Tenant agrees to subordinate its interests in this Lease to any subsequent Landlord's Lender having an interest in the due date thereofProperty if such Landlord's Lender executes for Tenant's benefit a nondisturbance agreement which is substantially identical to the one described above for such Landlord's Lender's execution, unless Landlord Lender or otherwise reasonably acceptable to Tenant, provided that Tenant's rights under the Lease shall consent to such prepaymentnot be abridged nor its obligations under the Lease enlarged thereby. 72 <PAGE> 25.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any mortgage Facility ------------- Mortgage to all advances made or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") hereafter to be made thereunder and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereofextensions thereof and substitutions therefore. This clause shall be self-operative and no further instrument of subordination need be required by a Facility Mortgagee; provided, which now however, that Lessor or hereafter affect all or any portion of the Premises (except a Facility Mortgagee may elect to the extent that any such instrument expressly provides that make this Lease is superior to it); provided that the holder of the Landlord a Facility Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time by Notice to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable Lessee. As to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord a Facility Mortgage to which this Lease is subject and subordinate subordinate, Lessor shall have provide Lessee with a "non-disturbance agreement" reasonably acceptable to such Facility Mortgagee providing that, if such Facility Mortgagee acquires the rightLeased Property by way of foreclosure or deed in lieu of foreclosure, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to such Facility Mortgagee will not disturb Lessee's possession under this Lease by recording a unilateral declaration to such effectand will recognize Lessee's rights hereunder if and for so long as no Event of Default has occurred under this Lease and is continuing. Tenant hereby Lessee agrees that any Landlord Lender it shall not be bound withhold or delay its consent unreasonably to the terms of any material modification or amendment of this Lease entered into after reasonably required by a Facility Mortgagee, and Lessee shall be deemed to have withheld or delayed its consent unreasonably if Lessee has received the date non-disturbance agreement provided for above and the requested amendment does not materially (a) alter the economic terms of such Landlord Mortgagethis Lease, unless such Landlord Lender has consented to such material modification (b) diminish the rights of Lessee under this Lease or amendment(c) increase the obligations of Lessee under this Lease. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.19.2

Subordination. This Lease and the all rights of Tenant hereunder are hereunder, except as expressly provided herein, shall be subject and subordinate in all respects to (a) all present and future ground leases (collectively, including the lien applicable items set forth in Subdivision (d) of any mortgage this Section 8.1, the “Superior Lease”) whether or deed of trust constituting a lien on Landlord's fee interest in not the Premises Superior Lease shall also cover other lands or buildings, ("Landlord Mortgage"b) all mortgages and any renewalsbuilding loan agreements, extensions, modifications, consolidations and replacements thereofincluding leasehold mortgages, which may now or hereafter affect the Premises or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (c) and (d) of this Section 8.1, the “Superior Mortgage”), whether or not any Superior Mortgage shall also cover other lands or buildings or leases, (c) each advance made or to be made under any Superior Mortgage, and (d) all or any portion renewals, modifications, replacements, substitutions and extensions of the Premises Superior Lease and any Superior Mortgage. Any holder of a Superior Mortgagee (except to the extent that any such instrument expressly provides a “Superior Mortgagee”) may elect that this Lease is superior shall have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderbe deemed to have priority over such Superior Mortgage, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which whether this Lease is subject and subordinate shall have the right, at its sole option, at any time, dated prior to subordinate and subject the Landlord Mortgage, in whole or in part, subsequent to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Superior Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after it will take no steps to terminate this Lease or xxxxx Rent payable hereunder without giving each lessor under a Superior Lease (a “Superior Lessor”), and any Superior Mortgagee requesting same, written notice of any default by Landlord and the date opportunity to cure such default (without any obligation on the part of any such person to cure such default) within 45 days thereafter or, if such Superior Lessor or Superior Mortgagee commences such cure within 30 business days and diligently pursues such cure, such longer period as may be reasonably necessary to effect such cure provided Tenant has received notice of the existence of such Superior Lessor or Superior Mortgagee. Landlord Mortgageshall use reasonable efforts to obtain a subordination and non-disturbance agreement, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofrecordable form, unless Landlord Lender shall consent to such prepaymentfor each present and future Superior Mortgagee or Superior Lessor.

Subordination. This Lease Landlord has executed and the rights of Tenant hereunder are expressly subject delivered and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to may execute and deliver to Landlord and any Landlord Lender at any time and hereafter from time to time all a mortgage or trust deed in the nature of a mortgage, both being hereinafter referred to as a “Mortgage,” against any Parcel and improvements thereon or any interest therein. Landlord also may, subject to the approval of any Mortgagee (which approval Mortgagee, in its sole discretion, may withhold), hereafter sell and lease back any Property Location, or any part thereof, such documents reasonably lease of the underlying land herein called a “Ground Lease,” and the landlord under any such lease is herein called a “Ground Landlord.” If requested by the mortgagee or trustee under any Mortgage (both being hereinafter referred to as a “Mortgagee”) or by any Ground Landlord, Tenant will either (a) subordinate its interest in this Lease to said Mortgage or said Ground Lease, as the case may be, and to any and all advances made thereunder and to the interest thereon, and to all renewals, replacements, supplements, amendments, modifications and extensions thereof, or (b) make certain of Tenant’s rights and interests in this Lease superior thereto; and Tenant will execute and deliver such agreement or agreements promptly, as may be reasonably approved by Tenant, Landlord or such Mortgagee, or such Ground Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in as the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereundercase may be. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Any Mortgage to which this Lease is subject and now or hereafter subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgageprovide, in whole effect, that during the time this Lease is in force all insurance proceeds and condemnation awards shall be permitted to be used for restoration in accordance with the provisions of this Lease. Notwithstanding anything herein to the contrary, as a condition to subordinating its rights and interests under this Lease to any such PHIL1 681004v.14 Mortgagee or such Ground Landlord, as the case may be, so long as no Default has occurred and is continuing, Tenant’s rights and interests under this Lease shall remain enforceable and undisturbed and Mortgagee or such Ground Landlord, as the case may be, shall enter into a subordination, non‑disturbance and attornment agreement with Tenant, which agreement shall be substantially in the form attached hereto as Exhibit E, or in partsuch other form as may be reasonably approved by Tenant, to this Lease by recording a unilateral declaration to Landlord, such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification Mortgagee or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentGround Landlord.

Subordination. This Landlord represents and warrants to Tenant that, as of the date of this Lease, no mortgages encumber the Project or the Building and that the Ground Lease (as defined in Paragraph 39 below) is the only ground lease with respect to the Project. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and the rights of Tenant hereunder are expressly is hereby declared to be subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the lien of Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust constituting a lien on which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's fee interest or estate in the Premises ("Landlord Mortgage") and any renewalsof said items which is specified as security, extensionsprovided, modificationshowever, consolidations and replacements thereofthat if no uncured Event of Default exists under this Lease, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees subordination shall be conditioned upon Tenant not being disturbed in writing not to disturb Tenant, Tenant's right to its possession and use of the Premises Premises. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and Tenant's rights become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request by Landlord, Tenant shall execute and deliver any documentation reasonably required by any TF Lender additional documents evidencing Tenant's attornment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the date form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of such Landlord Mortgagetrust, unless such Landlord Lender has consented subject to such material modification nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagebeneficiary, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofat Tenant's expense, unless Landlord Lender shall consent subject to such prepaymentother terms and conditions as the ground landlord, mortgagee or beneficiary may require.

Subordination. This Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is XX Xxxxxx Xxxxx and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to this Lease and the all rights of Tenant hereunder. Landlord further represents that the provision of such Mortgage subordinating such Mortgage to this Lease is self-operative and no further instrument of subordination shall be required to make the interest of Tenant hereunder are expressly superior to the present Mortgage. This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage hereafter affecting the lien of Real Property or any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Superior Lease, and any to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereofthereof or thereto, which now or hereafter affect all or substitutions therefor, and advances made thereunder; provided, however, that any portion of the Premises (except future Mortgagee shall execute and deliver to Tenant an agreement to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder provided no Event of Default on behalf has occurred and is continuing hereunder, and such agreement may contain in substance the provisions set forth in Section 7.2 (1) through (7) (any such agreement, or any agreement of similar import, from a Mortgagee, being hereinafter called a “Nondisturbance Agreement”). This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. , however, Tenant agrees to shall execute and deliver to promptly any certificate or agreement that Landlord and any Landlord Lender at any time and from time to time all may request in confirmation of such documents reasonably requested by Landlord subordination. If, in connection with the financing of the Real Property, the Building or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interest of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessee under any Landlord Mortgage (or transfer by deed in lieu thereof)Superior Lease, this Lease any lending institution shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment reasonable modifications of this Lease entered into after that do not increase the date monetary obligations of such Landlord MortgageTenant under this Lease, unless such Landlord Lender has consented to such material modification materially increase Tenant’s other obligations, or amendment. materially adversely affect the rights or obligations of Tenant hereby agrees that after the date of such Landlord Mortgageunder this Lease, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentmodifications.

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Superior Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, each underlying lease (a "Superior Lease") which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a "Superior Lessor" and the mortgagee under a Superior Mortgage is called a "Superior Mortgagee". Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, in a form substantially the same as Exhibit H attached hereto but no such instrument shall be no Event necessary to make such subordination effective. Notwithstanding anything contained in this Section 6.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form herein described and such agreement is not in any material respect inconsistent with the provisions of Default on behalf of this Lease or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non-disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver such agreement within 10 days after delivery of such agreement to Landlord Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Tenant acknowledges and agrees that simultaneously herewith Tenant and the existing Superior Mortgagee and the existing Superior Lessor have executed and exchanged non-disturbance and attornment agreements which satisfy the requirements of this Section 6.01. Tenant shall execute any Landlord Lender at any time and from time to time all such documents reasonably amendment of this Lease requested by Landlord a Superior Mortgagee or Landlord's Lendera Superior Lessor, which are reasonably acceptable to Tenant and provided such amendment shall not result in a material increase in Tenant's Lenderobligations under this Lease or a material reduction in the benefits available to Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to confirm the interest of such mortgagee or effect lessor (each, a "Successor Landlord"), shall automatically become the tenant of such subordination Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, an SNDA substantially Landlord); (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the form attached as Exhibit EProject or the Premises or to pay any sums to Tenant in connection therewith; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding or (vi) bound by any foreclosure waiver or sale under forbearance under, or any Landlord Mortgage (amendment, modification, abridgement, cancellation or transfer by deed in lieu thereof)surrender of, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm made without the priority consent of such lender's interestsSuccessor Landlord. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease Upon request by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageSuccessor Landlord, Tenant shall not pay execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentattornment effective.

Subordination. Landlord represents and warrants to Tenant that there is no mortgage encumbering the Premises as of the date of this Lease. Landlord shall deliver to Tenant an SNDA (as defined below) executed by Landlord and its future lender. Neither Landlord nor such holder shall record any SNDA without Tenant’s consent, in its reasonable discretion. This Lease and the Tenant’s interest and rights of Tenant hereunder are expressly and shall be subject and subordinate at all times to the lien of any mortgage first priority mortgage, hereafter created on or deed of trust constituting a lien on Landlord's fee interest in against the Premises ("Landlord Mortgage") Premises, and any all amendments, restatements, renewals, extensions, modifications, consolidations consolidations, refinancing, assignments and replacements extensions thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage such mortgage has executed, acknowledged and delivered to Tenant a commercially reasonable Subordination Non-Disturbance and Attornment Agreement ("Landlord Lender"“SNDA”) agrees in writing acceptable to Tenant that provides that (a) provided no Event of Default exists, this Lease shall not to disturb be terminated, nor shall Tenant, Tenant's right to ’s possession and use of the Premises and Tenant's other rights under this Lease so long hereunder be disturbed in any proceeding to foreclose the mortgage or in any other action instituted in connection with such mortgage, (b) Tenant shall not be named as there shall a defendant in any foreclosure action or proceeding that may be no Event instituted by the holder of Default on behalf such mortgage, (c) in the event of Tenant hereunder. Tenant casualty or condemnation, the holder of the mortgage agrees to execute make available the insurance and deliver to condemnation proceeds for the repair and restoration of the Premises by Landlord in accordance with Sections 15 and any Landlord Lender 16, (d) Tenant shall have the right at any time to prepay any portion or all of any allowances provided herein, and from time (e) if the holder of the mortgage or any other person acquires title to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any Premises through foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)otherwise, this Lease shall remain continue in full force and effect in accordance with its as a direct lease between Tenant and the new owner, and the new owner shall assume and perform all of the terms, covenants and conditions of this Lease. Landlord Tenant agrees upon demand to execute, acknowledge and deliver any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsSNDA. Notwithstanding the provisions of foregoing, any such holder may at any time subordinate its mortgage to this Section 17.1Lease, the holder of any Landlord Mortgage without Tenant’s consent, by notice in writing to which Tenant, and thereupon this Lease is subject shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and subordinate in that event such holder shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, same rights with respect to this Lease by as though this Lease had been executed prior to the execution, delivery and recording a unilateral declaration of such mortgage and had been assigned to such effectholder. Tenant hereby agrees that The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any Landlord Lender shall not be bound other encumbrances, and any reference to the terms “holder” of any material modification or amendment a mortgage shall be deemed to include the beneficiary under a deed of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenttrust.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of all ground or underlying leases and to any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Mortgage(s) and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect the Land, and to all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); renewals, modifications, consolidations, replacements and extensions thereof, provided that the holder of the Landlord Mortgage ("Landlord Lender") Mortgagee agrees in writing writing, in a commercially reasonable form, that, in the event of foreclosure or deed in lieu of foreclosure under the Mortgage, it shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under terminate this Lease during the Term so long as there shall be no Event of Default on behalf exists under this Lease (such agreement being referred to as an "SNDA"). Without limiting the generality of Tenant hereunder. the preceding sentence, Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, that an SNDA substantially in the form attached to and made a part of this Lease as Exhibit E; provided that such F is commercially reasonable and will be satisfactory to Tenant. Within thirty (30) days after the Date of Lease, Landlord Lender agrees shall obtain an SNDA in conformance with this Section from the existing Mortgagee with respect to recognize the Land. If Landlord fails to do so, Tenant's sole recourse shall be to terminate this Lease, in which event Landlord shall promptly return to Tenant any prepaid Rent and the Security Deposit previously received by Landlord and Landlord shall reimburse Tenant for its actual out of pocket expenses for the negotiation of this Lease and the rights preparation of Tenant set forth herein for so long as there Plans under the Work Agreement, not to exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate and thereafter the parties shall be no Event relieved of Default on behalf all further liability under this Lease.. In the event of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay attorn to and recognize the purchaser at foreclosure as Landlord under this Lease and such agreement shall be set forth in the SNDA. Tenant shall promptly execute and deliver the SNDA upon request by Landlord. Despite anything contained in this Section, before any installment of Base Rent more than one (I) month in advance of foreclosure sale under a Mortgage, the due date thereof, unless Landlord Lender Mortgagee shall consent have the absolute right to such prepaymentsubordinate the Mortgage to this Lease.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. With respect to any future Mortgagee, which now or hereafter affect all or any portion by electing to have this Lease subordinate to its Mortgage, agrees that so long as no Default exists under this Lease, Tenant’s possession and quiet enjoyment of the Premises (except shall not be disturbed and this Lease shall not terminate in the event of the foreclosure of any such Mortgage, to which this Lease has been subordinated pursuant to this Section. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the extent Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a 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 of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder of foregoing shall not release the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderapplicable prior landlord from any liability for those obligations. Tenant agrees to execute acknowledges that Landlord’s Mortgagees and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which their successors-in-interest are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions intended third party beneficiaries of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment13.1.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust constituting a lien on Landlord's fee elects to have Tenant’s interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except this Lease be superior to the extent that any such instrument expressly provides that instrument, then, by notice to Tenant, this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantshall be deemed superior, Tenant's right to possession and use of the Premises and Tenant's rights under whether this Lease so long as there shall be no Event of Default on behalf of was executed before or after said instrument. Notwithstanding the foregoing, Tenant hereunder. Tenant covenants and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after of Landlord’s request any documentation reasonably required by any TF Lender such further instruments evidencing such subordination or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment superiority of this Lease entered into after as may be required by Landlord. As of the date hereof, a lien encumbers Landlord’s interest in the Building in favor of Sumitomo Mitsui Banking Corporation. At Tenant’s cost, Landlord shall provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G (the “SNDA”) within sixty (60) days following Tenant’s execution and delivery thereof to Landlord. Upon written request by Tenant, Landlord will use reasonable efforts to obtain at Tenant’s cost a non-disturbance, subordination and attornment agreement from a subsequent mortgagee on a commercially reasonable form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such Landlord Mortgageagreement, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees it being agreed that after the date of such Landlord Mortgage, Tenant shall not pay be responsible for any fee or review costs charged by such mortgagee, Landlord’s failure to obtain a non-disturbance, subordination and attainment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless and Tenant or be considered to be a default by Landlord Lender shall consent to such prepayment.hereunder,

Subordination. This Tenant's rights and interests under this Lease and the rights of Tenant hereunder are expressly shall be (i) subject and subordinate to any existing or future mortgages, deeds of trust, overxxxxx, xx similar instruments covering the Premises and to all advances, modifications, renewals, replacements, and extensions ("Mortgages") provided Tenant receives from each Mortgagee (which shall include ground lessor) a Non-Disturbance Agreement whereby Tenant's rights to possess the Premises shall not be disturbed in the event of a foreclosure of the applicable Mortgage, or (ii) if the Mortgagee elects, prior to the lien of any mortgage present or deed future Mortgagee. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named Landlord. Tenant concurrently shall give Mortgagee the same notices given to Landlord, and Mortgagee shall have the same opportunity and rights to cure as is available to Landlord to cure a default provided Mortgagee shall have an additional thirty (30) days after the expiration of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, cure period within which now to commence a cure or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long longer period as there shall may be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination necessary including, without limitation, an SNDA substantially any period of time reasonably required for the Mortgagee to obtain possession of the Property or the Premises from Landlord. Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. Although this Section shall be self-executing and no further instrument shall be necessary, Landlord agrees to give Tenant written notice of any Mortgages, and Tenant shall execute and deliver any instruments Landlord reasonably requires for the above purposes, provided that Tenant receives a Non-Disturbance Agreement from the Mortgagee as set forth above. An assignment of lease or similar document shall not result in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and assignee having any liability until the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsassignee takes possession. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound foregoing to the terms of contrary, Landlord shall use reasonable efforts to obtain a so-called "non-disturbance agreement" for Tenant from any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentexisting and future mortgagees.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Landlord shall use commercially reasonable efforts to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord Tenant a subordination non-disturbance and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA attornment agreement substantially in the form attached hereto as Exhibit EI (the "Initial SNDA") executed by Landlord's Mortgagee concurrently with Tenant's execution of this Lease. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a "Mortgage"), or any ground lease, master lease, or primary lease (each, a "Primary Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"); provided, that Landlord shall obtain a subordination non-disturbance and attornment agreement from any future Landlord's Mortgagee in the standard form provided that by such future Landlord Mortgagee, which requires such Landlord Lender agrees Mortgagee to recognize accept this Lease Lease, and the rights of Tenant set forth herein for not to disturb Tenant's possession, so long as there shall be no an Event of Default on behalf has not occurred and be continuing, to be executed by Landlord, Tenant and Landlord's Mortagee. Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Notwithstanding any foreclosure or sale under any shall execute and return to Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a commercially reasonable subordination, non-disturbance and attornment agreement) or, if the date Landlord’s Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord’s Mortgagee’s Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”) so long as the holder of the Mortgage or Primary Lease agrees not to disturb Tenant’s use and enjoyment of the Premises provided that Tenant is not in default of its obligations under this Lease beyond any applicable cure period. Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of by so notifying Tenant in writing. Provided the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant requirements set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)above are satisfied, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagebe required; however, in whole confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non- disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Landlord shall deliver to Tenant a subordination, non-disturbance, and attornment agreement(s) from its Landlord Mortgagee(s) in a form reasonably acceptable to Tenant within five (5) business days following the date of such Landlord enters into a Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

Subordination. A. Landlord has heretofore and may hereafter from time to time execute and deliver mortgages or trust deeds in the nature of a mortgage, both referred to herein as “Mortgages” against the land and Premises, or any interest therein. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Master Lease and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements extensions thereof, copies of which shall be furnished to Tenant promptly following their adoption, and to all Mortgages now or hereafter affect placed upon the Riverwalk Project, and all other encumbrances and matters of public record now or hereafter applicable to the Riverwalk Project. Tenant shall have the right to consent (such consent not to be unreasonably withheld, conditioned or delayed) to any portion and to all renewals, modifications, consolidations, replacements and extensions of the Premises (except to the extent Master Lease that any such instrument expressly provides that this Lease is superior to it); provided that the holder directly and adversely affect Tenant’s occupancy of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use Premises. In the event of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize a conflict between this Lease and the rights Master Lease, the provisions of the Master Lease shall govern. According to the terms of the Master Lease, any termination of the Master Lease, by cancellation or otherwise, shall not serve to cancel this Lease, but shall operate as an assignment to Master Lessor of this Lease, and, provided Tenant set forth herein for so long as there is not in default under this Lease, Master Lessor shall be no Event honor this Lease and shall not disturb the tenancy of Default on behalf of Tenant hereunderTenant. Notwithstanding any foreclosure Any mortgagee or sale trustee under any Landlord Mortgage (may elect to make this Lease prior to the lien of its Mortgage by written notice to Tenant, and if the mortgagee or transfer by deed in lieu thereof)trustee under any prior Mortgage shall require, this Lease shall remain in full force and effect in accordance with its termsbe prior to any subordinate Mortgage. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderExcept as expressly provided to the contrary herein, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1shall be self-operative; however, if requested by the holder of Master Lessor or the mortgagee or trustee under any Landlord Mortgage, Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by the Master Lessor or such mortgagee or trustee under any Mortgage whereby Tenant agrees to which subordinate its interest in this Lease is subject to the Master Lease or to said Mortgages, as applicable, and subordinate shall have to any and all advances made thereunder and to the rightinterest thereon, at its sole optionand to all renewals, at any timereplacements, to subordinate modifications and subject the Landlord Mortgageextensions thereof, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees provided however that any Landlord Lender such subordination shall provide that so long as Tenant is not in default hereunder, its tenancy shall not be bound disturbed. Promptly following Landlord’s receipt of written notice from Tenant that Tenant’s Architect has obtained all necessary permits for the Tenant Improvements, Landlord shall cause to be delivered to Tenant an SNDA from any and all existing mortgagees in the form attached hereto as Appendix “F” and from any and all existing ground lessors in a form reasonably satisfactory to Tenant. Further, Landlord shall cause future mortgagees or ground lessors, if any, to deliver to Tenant for execution by the parties its customary SNDA in a form reasonably satisfactory to Tenant; provided, however, it shall not be a default by Landlord or a defense to the terms of any material modification or amendment enforceability of this Lease entered into after the date in favor of Tenant if Landlord is unable to obtain delivery of such Landlord Mortgage, unless such Landlord Lender has consented a SNDA to such material modification or amendmentTenant (but instead this Lease will not be subordinated). Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay be required to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, subordinate its interest to future lien holders or ground lessors unless Landlord Lender shall consent Tenant is first provided with an SNDA reasonably satisfactory to both Tenant and such prepaymentpersons.

Subordination. This Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank (the “Existing Mortgagee”) and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to this Lease and the all rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any all renewals, amendments, extensions, supplements, modifications, consolidations and replacements thereofof such Mortgage (collectively, which now or hereafter affect all or any portion the “Existing Mortgage”). Landlord further represents that the provision of the Premises (except such Mortgage subordinating such Mortgage to the extent that any such instrument expressly provides that this Lease is self-operative and no further instrument of subordination shall be required to make the interest of Tenant hereunder superior to it); provided the present Mortgage. This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage hereafter affecting the Real Property or any Superior Lease, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder provided, however, that any future Mortgagee or Lessor shall execute and deliver to Tenant an agreement in a form reasonably satisfactory to Tenant to the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its Mortgage or termination of a Superior Lease, such Mortgagee or Lessor will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder provided no Event of Default on behalf of Tenant has occurred and is continuing hereunder. Tenant agrees to execute , and deliver to Landlord and any Landlord Lender at any time and such agreement may contain in substance the provisions set forth in Section 7.2 (1) through (7), except that such provisions set forth in Section 7.2 (1) through (7) may be reasonably modified from time to time all to the extent such documents reasonably requested by Landlord or Landlord's Lender, which changes are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in consistent with the form attached as Exhibit E; provided that of nondisturbance agreements then customarily used in connection with first class office buildings in midtown Manhattan for similar tenants (any such Landlord Lender agrees to recognize this agreement, or any agreement of similar import, from a Mortgagee or Lessor, being hereinafter called a “Nondisturbance Agreement”). Any Superior Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject subordinate will not vitiate the rights of Tenant hereunder or impose additional obligations other than to a de minimis extent upon Tenant. This clause shall be self-operative and subordinate no further instrument of subordination shall have be required to make the rightinterest of any Lessor or Mortgagee superior to the interest of Tenant hereunder, at its sole optionhowever, at Tenant shall execute and deliver promptly any time, certificate or agreement in form and substance reasonably acceptable to subordinate and subject the Tenant that Landlord Mortgagemay request in confirmation of such subordination. If, in whole connection with the financing of the Real Property, the Building or in partthe interest of the lessee under any Superior Lease, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender lending institution shall not be bound to the terms of any material modification or amendment request reasonable modifications of this Lease entered into after that do not increase the date monetary obligations of such Landlord MortgageTenant under this Lease, unless such Landlord Lender has consented change the Term or diminish the size of the Premises other than to such material modification a de minimis extent, increase Tenant’s other obligations other than to a de minimis extent, adversely affect the rights or amendment. obligations of Tenant hereby agrees that after the date of such Landlord Mortgageunder this Lease other than to a de minimis extent, or decrease Landlord’s obligations under this Lease other than to a de minimis extent, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentmodifications.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and the rights of Tenant hereunder are expressly is hereby declared to be subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the lien of Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust constituting a lien on which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's fee interest or estate in any of said items which is specified as security. Notwithstanding the Premises ("foregoing, Landlord Mortgage") and shall have the right to subordinate or cause to be subordinated any renewals, extensions, modifications, consolidations and replacements thereof, which now such ground leases or hereafter affect all underlying leases or any portion such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the Premises (except successor in interest to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees Tenant shall not be disturbed in writing not to disturb Tenant, Tenant's right to its possession and use of the Premises and Tenant's rights under this Lease by such successor in interest so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request by Landlord, Tenant shall execute and deliver any documentation reasonably required by any TF Lender additional documents evidencing Tenant's attornment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the date form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of such Landlord Mortgagetrust, unless such Landlord Lender has consented subject to such material modification nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagebeneficiary, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofat Tenant's expense, unless Landlord Lender shall consent subject to such prepaymentother terms and conditions as the ground landlord, mortgagee or beneficiary may require.

Subordination. This Provided that such Superior Mortgagee and/or ------------- Superior Lessor shall have entered into an agreement with Tenant (on a form consistent with the terms of this Section 23 and otherwise reasonably satisfactory in form and substance to each of such Superior Lessor or Superior Mortgagee, on the one hand, and Tenant, on the other hand) providing that, in the event of a foreclosure of the Superior Mortgage or a termination of the Superior Lease, as the case may be, such Superior Mortgagee or Superior Lessor shall not terminate this Lease and shall recognize Tenant as the direct tenant of such landlord in accordance with to the terms of this Lease without diminution of Tenant's rights of Tenant hereunder are and privileges and without increasing Tenant's duties and obligations under this Lease, this Lease is and shall be expressly subject and subordinate at all times to (a) each Superior Lease and (b) the lien of any mortgage each Superior Mortgage, unless such Superior Lease or deed Superior Lessor or Superior Mortgage or Superior Mortgagee expressly provides or elects that the Lease shall be superior to such Superior Lease or Superior Mortgage. In addition, as a condition to Tenant's obligations under this Lease, and prior to the execution of trust constituting this Lease, each and every existing Superior Mortgagee or Superior Lessor shall execute a lien on Landlord's fee interest non-disturbance agreement in favor of Tenant providing that, in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion event of a foreclosure of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Superior Mortgage or a termination of the Landlord Mortgage ("Landlord Lender") agrees in writing Superior Lease, as the case may be, such Superior Mortgagee or Superior Lessor shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize terminate this Lease and shall recognize Tenant as the rights direct tenant of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect such landlord in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date without diminution of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant's rights and privileges and without increasing Tenant's duties and obligations under this Lease.

Subordination. This Simultaneous with Landlord’s acquisition of the Airpark Parcel, Landlord and Tenant entered into a subordination, nondisturbance and attornment agreement with Avenue Bank, the Mortgagee that financed Landlord’s acquisition of the Land (on its own behalf and on behalf of any purchaser at foreclosure). At the closing of financing for the construction of the building described in the December Plans (as defined in the Construction Agreement), Landlord and Tenant will enter into an amended and restated subordination, nondisturbance and attornment agreement with Avenue Bank (on its own behalf and on behalf of any purchaser at foreclosure) mutually acceptable to the parties thereto and complying with the requirements set forth in the next succeeding sentence. At the option of any existing or future Mortgagee, this Lease and the rights of Tenant hereunder are expressly subject and may at any time during its continuation be made superior or subordinate to the lien of any mortgage one or deed more mortgages affecting the Property; provided, however, that the foregoing provisions with respect to such subordination shall not be effective unless such Mortgagee shall execute with Tenant a non-disturbance and attornment agreement whereby such Mortgagee (on its own behalf and on behalf of trust constituting a lien on Landlord's fee interest in the Premises any purchaser at foreclosure) agrees ("Landlord Mortgage"a) to recognize and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that honor this Lease is superior and Tenant’s rights hereunder, (b) to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to ’s possession and use of the Premises and Property or otherwise interfere with or disturb any of Tenant's ’s rights under this Lease so long as there Lease, and (c) that all insurance proceeds and condemnation awards shall be applied as set forth in this Lease; provided that if Tenant has terminated this Lease pursuant to a right to do so, any insurance proceeds or condemnation awards payable to Landlord in accordance with the terms of this Lease may be used to pay down Landlord’s debt to such Mortgagee. If a Mortgagee or any other person acquires title to the Property pursuant to the exercise of any remedy provided for in a Mortgage granted by Landlord, Tenant covenants and agrees to attorn to Mortgagee or such person as its new Landlord, and this Lease shall continue in full force and effect as a direct lease between Tenant and such Mortgagee or such other person upon all terms, covenants, conditions and agreements set forth in this Lease. However, in no Event event shall assignee or such person be (i) bound by any payment of Default on behalf rent made by Tenant to the Landlord for more than one (1) month in advance; or (ii) bound by any amendment or modification or termination of Tenant hereunderthis Lease affecting the interest of Mortgagee made without the written consent of Mortgagee after notice of such Mortgagee’s Mortgage is delivered to Tenant; or (iii) liable for any act or omission of any prior landlord (including Landlord) that is not continuing; or (iv) liable for any offsets, credits or other claims against rentals for any prior periods and/or against any other party or landlord (including Landlord). Tenant agrees to execute all tenant estoppel certificates and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents attornment agreements as Mortgagee shall reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrequire.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien any deed of any trust, mortgage or other security instruments (each, as renewed, modified and/or extended from time to time, a “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that hereafter covers all or any part of the Leased Premises (the mortgagee under any such Mortgage, the beneficiary under any such deed of trust constituting trust, or the lessor under any such Primary Lease is referred to herein as a lien on “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage or other interest in the Leased Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section 22.7 shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lenderrequest, to confirm evidence the priority of such lender's interests. Notwithstanding the provisions subordination of this Section 17.1Lease to such Landlord’s Mortgagee’s Mortgage (including a subordination, the holder of any Landlord Mortgage to which non-disturbance and attornment agreement that among other provisions assures Tenant its rights under this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound disturbed) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage to this Lease. Upon request by Tenant, Landlord shall use reasonable commercial efforts to obtain a nondisturbance agreement from each Landlord Mortgagee whose interest in the Leased Premises is superior to this Lease. Such nondisturbance agreement shall provide that Tenant’s interest in the Leased Premises shall not be disturbed and that this Lease shall remain in effect in accordance with the terms set forth herein so long as Tenant is not in default of any material modification or amendment term of this Lease entered (taking into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentaccount cure provisions). Tenant hereby agrees that after a nondisturbance agreement on the date Landlord Mortgagee’s standard form shall satisfy the requirements of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Section.

Subordination. This Lease and Upon written request of Landlord, or the holder of any mortgage, deed of trust or other lien ("Lien Holder") encumbering the Leased Premises, Tenant shall subordinate its rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a or other lien on Landlord's fee interest in presently existing or hereafter arising upon the Leased Premises ("Landlord Mortgage") and to any renewals, extensions, modifications, consolidations refinancing and replacements extensions thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of Lien Holder agrees to recognize the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf and not to disturb the possession, use and other rights of Tenant under this Lease. Landlord agrees to use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement from the current Lien Holder(s), if any, and deliver same to Tenant within thirty (30) days from the date of this Lease. In addition, Landlord agrees to obtain a SNDA from any future Lien Holder within thirty (30) days after Landlord obtains financing from such Lien Holder; provided that if such SNDA is not so delivered, Tenant shall not be required to subordinate its rights under this Lease to such future Lien Xxxxxx'x xxxn. In the event of acquisition of title to the Leased Premises by said Lien Holder or any person through foreclosure proceedings or otherwise, the Lien Holder or other person acquiring title to the Premises agrees to accept Tenant under the Lease and to perform the Landlord's obligations hereunder. , provided that no default has occurred and is continuing; and Tenant agrees to execute attorn to and deliver recognize such Lien Holder or any other person acquiring title to the Premises. Landlord and any Landlord Lender at any time and Tenant agree that they will from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant upon request execute and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially deliver a statement in the recordable form attached as Exhibit E; provided certifying that such Landlord Lender agrees to recognize this Lease is unmodified and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect (or if there have been modifications, that the same is in accordance with its terms. Landlord full force and any Landlord Lender shall execute within ten effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that no party is not in default hereunder (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderor, which are reasonably acceptable to Landlord and any Landlord Lenderif there is an alleged default, to confirm stating the priority nature of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentalleged default).

Subordination. This Section 7.1 (A) Provided that (a) a Mortgagee shall execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure (unless required by law), evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default shall have occurred and be continuing hereunder, or (b) a Lessor shall execute and deliver to Tenant an agreement to the effect that if its Superior Lease shall terminate or be terminated for any reason, Lessor will not evict Tenant, disturb Tenant's possession under the Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the rights direct tenant of such Lessor on the same terms and conditions as are contained in this Lease (subject to the provisions hereinafter set forth), provided no Event of Default shall have occurred and be continuing and Lessor shall not make Tenant hereunder are expressly a party in any action to terminate such Superior Lease or to remove or evict Tenant from the Premises provided no Event of Default shall have occurred and be continuing (any such agreement, or any agreement of similar import, from a Mortgagee or a Lessor, as the case may be, being hereinafter referred to as a "Nondisturbance Agreement"), this Lease shall be subject and subordinate to such Superior Lease and/or to such Mortgage. This clause shall be self-operative and no further instrument of subordination shall be required from Tenant to make the lien interest of any mortgage Lessor or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except Mortgagee superior to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf interest of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided shall not do anything that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale would constitute a default under any Landlord Mortgage (Superior Lease or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, omit to this Lease by recording a unilateral declaration do anything that Tenant is obligated to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to do under the terms of any material modification or amendment of this Lease entered into after so as to cause Landlord to be in default thereunder. If the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after expiration of any Superior Lease shall be the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.same

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate ------------- to the lien of any mortgage or mortgage, deed of trust constituting a or other lien on Landlord's fee interest in presently existing or hereafter placed upon the Premises or the real property upon which the Premises are located, and to any renewals and extensions thereof; provided, however, within one hundred twenty (120) days after the effective date of this Lease, Landlord shall obtain and deliver to Tenant the written agreement (the "Landlord MortgageNon-Disturbance --------------- Agreement") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder existing mortgagee of the Landlord Mortgage Project ("Landlord Lender"on the form issued by such --------- mortgagee) agrees in writing not to disturb Tenant, stating that Tenant's right to possession and use occupancy of the Premises and Tenant's its rights under this Lease hereunder shall not be disturbed so long as there Tenant is not in default hereunder; further provided, however, that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease. Notwithstanding that this Lease may be (or made to be) superior to such mortgage, deed of trust or other lien, the provisions of such mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage to or destruction of the Premises shall be no Event of Default on behalf of Tenant hereunderprior and superior to any contrary provisions contained herein with respect to the payment or usage thereof. Tenant agrees upon demand to execute and deliver to such further instruments subordinating this Lease as Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendermay request, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect provided such subordination including, without limitation, an SNDA substantially in agreements shall expressly provide that Tenants occupancy of the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease Premises and the its rights of Tenant set forth herein for hereunder shall not be disturbed so long as there shall be no Event Tenant performs all of Default on behalf of Tenant its covenants and obligations hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage In the event that the Non-Disturbance Agreement is not delivered to Tenant within one hundred twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10120) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions effective date of this Section 17.1Lease, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to Tenant may terminate this Lease by recording a unilateral declaration written notice to such effect. Tenant hereby agrees that any Landlord Lender Landlord, in which event the Construction Fee shall not be bound refunded to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.