Common use of Subordination Clause in Contracts

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Landlord represents and warrants to Tenant that as of the option of Landlord Commencement Date, there is no ground lease or any of its mortgagees/other superior lease presently encumbering the Leased Premised, and no mortgage or deed of trust beneficiarieslien presently encumbering the Leased Premises. Landlord will provide to Tenant, within thirty (30) days following the recording of a mortgage or deed of trust encumbering a Property (the holder thereof, or of a ground lease or other superior lease to which this Lease may hereafter be subject, being hereafter referred to as an “Interest Holder”), a non-disturbance agreement in the form attached hereto as Exhibit D or such other form as shall be either superior reasonably satisfactory to Tenant and such Interest Holder, and such form in any event shall specifically include provisions that, in the case of a deed of trust or subordinate to all ground mortgage, in the event of any foreclosure or underlying leases, mortgages and deeds other enforcement under the mortgage or deed of trust, either by judicial proceeding or by power of sale, or if anyconveyance or transfer of the Property shall be made in lieu of foreclosure, which may hereafter affect or in the Buildingcase of a lease, in the event of any termination of the lease for any reason (whether or not because of exercise by lessor of any right or remedy) or any enforcement of remedies by the lessor thereof (any such foreclosure or conveyance in lieu of foreclosure, and any such lease termination or enforcement of lease remedies, being herein referred to all renewalsas “Enforcement”), modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, then this Lease shall not be terminated as a result of such Enforcement, whether by operation of law or Tenant’s quiet enjoyment of otherwise, but rather, notwithstanding such Enforcement, and the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which fact that this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn is subordinate to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering mortgage or lease (as the Buildingcase may be), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease shall continue in full force and effect as a binding lease agreement between Owner and Tenant in accordance with its provisions, and the rights of Tenant under this Lease shall not be interfered with nor disturbed by any party owning the Property or any interest therein as a result of Enforcement, or such party’s successors and assigns (any such owner, and its successors and assigns, being herein called “Owner”). However, nothing herein shall negate the right of Owner to exercise the rights and remedies of Landlord under this Lease, including the right to terminate this Lease as provided herein in the event of a default by Tenant under this Lease, and as to any default by Tenant under this Lease existing at the time of Enforcement, such Enforcement shall not operate to waive or xxxxx any action initiated by Landlord under this Lease to terminate the same on account of such default. Tenant agrees to subordinate its interest under this Lease to any ground lease, mortgage or underlying deed of trust lien hereafter placed on the Property; provided that as a condition to such subordination, the party to whose interest Tenant subordinates its interest hereunder shall execute and deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached as Exhibit D, or in another form otherwise meeting the requirements of this Section. Unless and until a subordination, non-disturbance and attornment agreement is entered into between Tenant and the applicable party, the holder of any ground or land lease that may now affect any of the Land or to the lien holder of any mortgage or deed of trust; provided, however, trust that any such beneficiary may, by written notice to Tenant given may now encumber the Property may elect at any time, time to cause their interests in the Land or the Property to be subordinate and junior to Tenant’s interest under this Lease by filing an instrument in the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance real property records of the calendar month county in which the transfer Building is located effecting such election and providing Tenant with notice of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch election.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord's that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s 's possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds deed of trust, if anydeed to secure deed, which may security interested granted by Landlord, or similar encumbrance (a “Mortgage”) presently existing or hereafter affect arising upon any of the BuildingProperty and to any renewal, extension or refinancing thereof, and the Tenant agrees that any holder of such Mortgage shall have the right at any time to all renewals, modifications, consolidations, replacements subordinate such Mortgage to this Lease on such terms and extensions thereofsubject to such conditions as the holder of such Mortgage may deem appropriate in its discretion. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required; provided, however the Tenant agrees within twenty (20) days after demand to execute and deliver any instrument subordinating this Lease or attorning to the holder of any such Mortgage as the Landlord may request. As a condition to the subordination contemplated by this Section, the Landlord shall use reasonable efforts to obtain from the holder of any Mortgage affecting the Property an agreement, in writing, for itself, its successors and assigns, that so long as the rights of the Tenant is not in default under this Lease, this the Lease shall not be terminated or Tenant’s quiet enjoyment terminated, and the possession of the Premises Property by the Tenant shall not be disturbed in the event of termination by any holder of any Mortgage or by any proceeding on the debt which any such ground or underlying leaseMortgage secures, or the foreclosure by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage Mortgage or deed of trust, the debt secured thereby and that any sale at foreclosure will be subject to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and so long as the Tenant performs its obligations hereunder in accordance with the terms hereof. If the Property is subject to a Mortgage as of the date of this Lease, the Landlord shall promptly execute any instrument reasonably required use reasonable efforts to provide the Tenant with the agreement contemplated by Landlord’s successor for that purpose. Tenant shall also, the forgoing sentence from the holder of such Mortgage within ten sixty (1060) days following written request from the date of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or Tenant hereunder are subject and subordinate to all ground any mortgage or underlying leasesmortgages, mortgages blanket or otherwise, made by Landlord and deeds of trust, if any, which do now or may hereafter affect the Property or the Building, ; and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground or other lease, or similar instrument now or hereafter placed against the Building; providedprovided that the foregoing subordination shall only be effective as to a mortgagee that has offered to enter into a commercially reasonable subordination, non-disturbance and attornment agreement with Tenant (“SNDA”), and does in fact enter into a SNDA with Tenant if Tenant accepts such offer, under the terms of which (in addition to other commercially reasonable provisions) such Mortgagee shall agree that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant’s occupancy under, on and subject to the terms hereof shall not be disturbed. Landlord represents and warrants that as of the date of execution of this Lease, there is no mortgage on the Building or the Property. Tenant shall upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments that may be reasonably necessary to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination subject to the terms of the SNDA. Each of the parties shall bear its own costs in connection with the subordination and the SNDA. Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage with respect to which it has been delivered a SNDA, to attorn to the purchaser upon any such foreclosure sale if so requested to do by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time-to-time, upon the request of Landlord or of any holder of such mortgage or of such purchaser, any instrument which may be necessary or appropriate, in the reasonable judgment of the requesting party, in any such foreclosure proceeding or otherwise to evidence such attornment. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder in the event any such foreclosure proceeding is brought, prosecuted or completed. Tenant and Landlord further agree that if so requested by any mortgagee of Landlord, this Lease shall be made superior to any such mortgage and that they will execute such documents as may be required by such mortgagee to effect the superiority of this Lease to such mortgage. Following the execution of this Lease, Landlord shall request and use reasonable efforts to obtain from the DOT a recognition agreement, on commercially reasonable terms, pursuant to which the DOT agrees that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant’s occupancy under, on and subject to the terms hereof shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of a termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Underlying Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At 11.1 Subject to the option provisions of Landlord or any Section 11.3 below, all rights and interests of its mortgagees/deed of trust beneficiaries, Tenant under this Lease shall be either superior or are subject, subordinate and inferior to all existing and future superior ground or underlying leases, leases (a “Superior Lease”) and mortgages and deeds of trust, if any, which may hereafter affect encumbering the BuildingPremises or any part thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or Superior Leases and mortgages. The right of the foreclosure holder of any such Superior Lease or mortgage shall at all times be and remain prior and superior to all rights and interest of Tenant. This provision shall constitute a self-operative subordination agreement with respect to all such Superior Leases and mortgages and all renewals, modifications, consolidations, replacements and extensions thereof. If the holder of any such Superior Lease or deed mortgage shall require confirmation of trust, to which this Lease has been subordinated pursuant to this Section. In the event of any subordination or a termination or foreclosureseparate subordination agreement, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsosuch confirmation or subordination agreement, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord’s request, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by the lessor under such beneficiary) Superior Lease or holder of such mortgagee, as applicable, and reasonably satisfactory to subordinate Tenant; provided, however, such subordination shall be upon the express condition that the validity of the Lease shall be recognized by the mortgagee, and that, notwithstanding any default by the mortgagor with respect to said mortgage or any foreclosure thereof, Tenant’s possession and right of use under this Lease in and to the Premises shall not be disturbed by such mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant’s right to possession hereunder shall have been terminated in accordance with the provisions of this Lease. 11.2 In the event any proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any first mortgage covering Landlord’s interest in the Premises, and such holder takes possession of the Premises, either as the result of foreclosure of such mortgage or by accepting a deed to the Premises in lieu of foreclosure, or the Premises shall be purchased at such a foreclosure by a third party, and such holder or third party shall furnish Tenant satisfactory evidence that it has acquired title to the Premises subject to no liens or encumbrances superior to this Lease, other than taxes not yet due and payable, Tenant shall attorn to such holder or third party and recognize it as its landlord under this Lease, and such holder or third party will in such event recognize and accept Tenant as its tenant hereunder, whereupon this Lease shall continue in full force and effect as a direct lease between such holder or third party and Tenant for the term of this Lease and such holder or third party shall, henceforth, be subject to all of the rights terms of Tenant under this Lease to any ground or underlying lease or to and perform all of the lien obligations of any mortgage or deed of trustLandlord hereunder with the same force and effect as if it were originally named as Landlord hereunder; provided, however, that if conflicting claims should be made to the rent payable hereunder, Tenant shall have the right to institute an interpleader suit for the purpose of determining who is entitled to payment of such rent and to pay the rent in accordance with the judicial determination rendered in such proceeding. 11.3 At Tenant’s request, Landlord further agrees that, it shall obtain a written non-disturbance and attornment agreement from any current or future mortgagee, lienholder, trustee or encumbrancer whose interest shall be prior to this Lease as of the Commencement Date and Landlord shall furnish Tenant with a copy of such beneficiary mayagreement. Said non-disturbance agreement shall expressly provide, by written notice to inter alia, that (i) the parties thereto are executing such agreement for the benefit of Tenant given herein; and (ii) so long as Tenant shall be not then in default under this Lease, no action or proceeding shall be taken at any timetime during the lease term or any extension thereof, subordinate which shall disturb Tenant’s possession, quiet enjoyment, or any other beneficial use of the lien of its deed of trust to demised premises as provided for in this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu The subordination of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject Tenant’s interest hereunder to any offsets mortgage or defenses Superior Lease shall be expressly conditioned upon Tenant’s receipt of such non-disturbance agreement. 11.4 Landlord represents and warrants to Tenant may have against a prior landlord, and shall not be liable for that there is no mortgage or Superior Lease affecting the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance Premises as of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondate hereof.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/mortgagee or beneficiary with a deed of trust beneficiariesencumbering the Building and/or the Project, or any lessor of a ground or underlying lease with respect to the Building, this Lease shall will be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases, mortgages and deeds of trust, if any, leases which may now exist or hereafter affect be executed affecting the Building; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Building, the Project or any leases thereof, or Landlord's interest and estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord reserves the right to all renewalssubordinate any such ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, modificationsat the election of Landlord's successor in interest, consolidations, replacements Tenant agrees to attorn to and extensions thereof; provided, that so become the tenant of such successor in which event Tenant's right to possession of the Premises 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 shall not be terminated or Tenant’s quiet enjoyment and the obligations of the Premises disturbed Tenant hereunder in the event of termination any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such ground lease or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, . If Tenant fails to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of sign and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute return any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, such documents within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)receipt, execute and deliver all instruments as may Tenant will be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondefault hereunder.

Subordination. At the option Any and all rights of Landlord or Guarantor under any of its mortgagees/deed of trust beneficiariesand all debts, this Lease shall be either superior or subordinate liabilities and obligations owing from Borrower to all ground or underlying leasesGuarantor, mortgages including any security for and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination guaranties of any such ground obligations, whether now existing or underlying leasehereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the foreclosure entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all rights to any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for and guaranties of any such mortgage obligations, whether now existing or deed of trusthereafter arising, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordinationpayments, nondisturbance dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and attornment agreement in held as trustee for the form customarily required by such beneficiary) benefit of GBC and shall forthwith be paid over to subordinate this Lease and the rights of Tenant under this Lease GBC to any ground or underlying lease or be applied to the lien of Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any mortgage other right or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. Guarantor hereby expressly waives any right to set-off or assert any counterclaim against a prior landlord, Borrower. *After the occurrence and shall not be liable for during the return continuance of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance an Event of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.Default

Subordination. At During the option term of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Agreement, IAMSA shall be either superior have the right to encumber its interest in the Leased Property or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease Agreement for any purpose it deems convenient and COMPANY shall not be terminated or Tenant’s quiet enjoyment of and hereby does subordinate its interest in this Lease Agreement and in the Premises disturbed 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 termination its obligations hereunder. COMPANY shall execute any agreement 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, bank 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, IAMSA shall not have the power to amend this Lease Agreements so as to reduce the rent, decrease the term or modify or negate any substantial obligation without the written consent of such ground lending institution. Such obligation shall continue until the lending institution has notified COMPANY in writing that such assignment has been terminated, in the understanding that if IAMSA fails to obtain such lending institution’s approval to carry out the foregoing, the amendment of the terms above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the lending institution shall notify COMPANY in writing requiring the payment of rents hereunder directly to such lending institution or underlying leaseits representative, then COMPANY shall be obligated to pay such lending institution or its representative each subsequent rental that may become due under this Lease Agreement (together with any unpaid rent then past due), until the foreclosure date on which such lending institution notifies COMPANY authorizing payment of any rent to IAMSA or other party entitled thereto. COMPANY understands and agrees that except for the advanced rental payments provided for in this Lease Agreement, at the request of IAMSA, COMPANY shall provide a statement within twenty (20) days after IAMSA’s request therefor that no such mortgage or deed of trust, advanced payment has been made; such document shall be binding upon COMPANY as against the lending institution to which this Lease has been subordinated pursuant to this SectionAgreement may be assigned. In addition, the event of a termination or foreclosure, Tenant lending institution shall become a tenant of and attorn not be bound to recognize those payments made to IAMSA after the successor-in-interest COMPANY has received notice requiring payments to Landlord upon the same terms and conditions as are contained in this Leasebe made to such lending institutions, and shall promptly execute IAMSA hereby (i) authorizes COMPANY to conclusively rely on any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (statement from such lending institution or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant other lender regarding where additional payments under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not Agreement must 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, delivered and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord (ii) releases COMPANY from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds claims, costs, expenses and liability from COMPANY’s compliance with the direction of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch lending institution or lender.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this This Lease and the rights of Tenant under this Lease to any ground or underlying lease or hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust; providedtrust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, howeverextensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such beneficiary mayinstrument 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 written notice Landlord or Landlord's Lender, which are reasonably acceptable to Tenant given 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 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 lien of its deed of trust Landlord Mortgage, in whole or in part, to this LeaseLease by recording a unilateral declaration to such effect. Tenant shall agree hereby agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure Landlord Lender shall not be responsible for bound to the terms of any act material modification or omission amendment of a prior landlordthis 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 be subject pay to Landlord any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return installment of any security deposit not actually recovered by such purchaser or bound by any rent paid Base Rent more than one (1) month in advance of the calendar month in which the transfer of title occurred; provided that the foregoing due date thereof, unless Landlord Lender shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionconsent to such prepayment.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that . Landlord shall use its reasonable diligence to obtain the instrument described in the foregoing from the holder of any ground or underlying lease and/or of any mortgage or deed of trust of record as of the execution of this Lease. Within sixty (60) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord shall not release deliver to Tenant executed and notarized nondisturbance agreements in writing from any lenders whose debt is secured by all or a portion of the Project, in form and content provided for in the applicable prior landlord from underlying financing documents, stating that so long as Tenant is not in default under any liability for those obligationsof the terms, covenants, conditions, or agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Term of this Lease or any extension thereof. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and shall reimburse Landlord for, or shall pay directly, all beneficiaries under deeds costs assessed by said lender (in excess of trust encumbering the Building are intended third party beneficiaries of this SectionOne Thousand Dollars ($1,000.00)) in connection with obtaining such nondisturbance agreement(s).

Subordination. At the option of Landlord (a) This Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of its mortgagees/deed the Project or any interest therein. 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 necessary to make such subordination effective. Tenant shall execute any amendment of trust beneficiaries, this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall be either superior not result in a material increase in Tenant’s obligations under this Lease or subordinate a material reduction in the benefits available to all ground Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or underlying leasesby such Superior Mortgage, mortgages and deeds or in the event of trustthe 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 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 anyrequested, which may hereafter affect the Building, and enter into a new lease on terms identical to all renewals, modifications, consolidations, replacements and extensions thereofthose in this Lease); provided, that so long any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, 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 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, abridgment, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by such Successor Landlord, Tenant shall 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. (b) Tenant shall give each Superior Mortgagee and each Superior Lessor a copy of any notice of default served upon Landlord, provided that Tenant has been notified of the address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is not obligated to give notice pursuant to the preceding sentence within the time provided for in default under this Lease, then each such mortgagee or lessor shall have an additional 30 days after receipt of such notice within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if, within such 30 days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including, without limitation, commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenant shall not exercise any other rights or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which remedies under this Lease or otherwise while such remedies are being so diligently pursued. Nothing herein shall be deemed to imply that Tenant has been subordinated pursuant any right to terminate this Section. In the event of a termination Lease or foreclosureany other right or remedy, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions except as are contained may be otherwise expressly provided for in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project and to the lien of any mortgage, mortgages and deeds of trusttrust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default under this Leasehereunder beyond applicable notice and cure periods. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease shall not be terminated to any such mortgages, trust deeds, ground leases or underlying leases, provided that such instruments or assurances include customary non-disturbance protection for Tenant’s quiet enjoyment . Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Premises disturbed Tenant hereunder in the event of termination of any such ground foreclosure proceeding or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesexercised in writing to Tenant, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this LeaseLease beyond any applicable cure period, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section; and provided further, that Tenant shall be provided a commercially reasonable non-disturbance and attornment agreement as a condition to the exercise of any such subordination right. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten fifteen (1015) days following written after request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any future ground or underlying lease or to the lien of any future mortgage or deed of trust; providedtrust (provided that such instruments include commercially reasonable non-disturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance As of the calendar month in which the transfer date of title occurred; provided this Lease, Landlord represents that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees there exists no ground or underlying lease and successors-in-interest and all beneficiaries under deeds no mortgage or deed of trust encumbering affecting the Building are intended third party beneficiaries of this SectionPremises.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may hereafter affect or any other hypothecation for security now or later placed upon the BuildingPremises and to any advances made on the security of it or Landlord’s interest in it, and to all renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedof it. However, if any mortgagee, trustee, or ground lessor elects to have this Lease prior to the lien of its mortgage or deed of trust or prior to its ground lease, and gives notice of that so long as Tenant is not in default under this Leaseto Tenant, this Lease shall not be terminated deemed prior to the mortgage, deed of trust, or Tenant’s quiet enjoyment ground lease, whether this Lease is dated prior or subsequent to the date of the Premises disturbed in the event mortgage, deed of termination of any such trust or ground or underlying lease, or the foreclosure date of recording of it. Any such subordination contemplated hereunder shall be under the express condition that Landlord shall provide Tenant with a written non-disturbance agreement from the mortgagee or beneficiary in a form reasonably acceptable to Tenant. If any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure. If any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly attorn to the ground lessor. Xxxxxx agrees to execute any instrument documents, in form and substance reasonably acceptable to Tenant, required by Landlord’s successor to for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or prior to the lien of any mortgage or deed of trust; providedtrust or ground lease, however, that or to evidence the attornment. If any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, or if any ground lease to which this Lease is subordinate is terminated, this Lease shall not be responsible for barred, terminated, cut off, or foreclosed. Neither shall the rights and possession of Tenant under this Lease be disturbed, if Tenant is not then in default in the payment of rental and other sums due under this Lease or otherwise in default under the terms of this Lease in each case beyond the expiration of any act applicable notice and cure period, and if Tenant attorns to the purchaser, grantee, or omission of a prior landlord, shall not be subject ground lessor as provided in this Section 11.01. Tenant’s covenant under this Section 11.01 to subordinate this Lease to any offsets ground lease, mortgage, deed of trust, or defenses Tenant may have against a prior landlord, and shall not be liable for other hypothecation later executed is conditioned on each senior instrument containing the return of any security deposit not actually recovered by such purchaser or bound by any rent paid commitments specified in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsubsection.

Subordination. At This Agreement and all the option rights of Landlord parties hereunder are subject and subordinate to the DOT License Agreement and the IF&W Lease Agreement. Each party agrees that it will not, by its act or omission to act, cause a default under the DOT License Agreement and the IF&W Lease Agreement. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this Agreement to enumerate all of the rights and obligations of the various parties under the DOT License Agreement and the IF&W Lease Agreement and specifically to allocate those rights and obligations in this Agreement. Accordingly, in order to protect the Town against a default by Xxxxxxx, which might cause a default or event of default by the Town under the DOT License Agreement and/or the IF&W Lease Agreement: (a) Xxxxxxx shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the DOT License Agreement and the IF&W Lease Agreement, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. (b) The Town shall have no duty to perform any obligations of the DOT or the IF&W which are, by their nature, the obligation of an owner of real property. The Town shall have no responsibility for or be liable to Xxxxxxx for any default, failure or delay on the part of the DOT or the IF&W in the performance or observance by the DOT or the IF&W of any of its mortgagees/deed of trust beneficiariesobligations under the DOT License Agreement and IF&W Lease Agreement, nor shall such default by the DOT or the IF&W affect this Lease shall be either superior Agreement or subordinate to all ground waive or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect defer the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination performance of any of Xxxxxxx'x obligations hereunder except to the extent that such ground or underlying lease, default by the DOT or the foreclosure of any such mortgage or deed of trustIF&W excuses performance by the Town, to which this under the DOT License Agreement and IF&W Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionAgreement.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is expressly made subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Property or any interest of Landlord therein which is now existing or may hereafter be executed or recorded (“Encumbrance”). The lender, holder or secured party under any Encumbrance is hereinafter referred to which as a “Lender.” Notwithstanding the foregoing, such subordination of this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord an Encumbrance is expressly conditioned upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor obtaining from the Lender, for that purpose. Tenant shall alsothe benefit of Tenant, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any a commercially reasonable subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary(an “SNDA”) pursuant to subordinate which (i) this Lease and the rights of Tenant under this Lease to any ground or underlying lease or is subordinated to the lien of the Encumbrance and (ii) the Lender agrees not to disturb or interfere with Tenant’s possession of the Premises or rights under this Lease so long as there is no Event of Default on the part of Tenant. Tenant agrees that the form of SNDA attached hereto as Exhibit E is acceptable to Tenant. With respect to all future Encumbrances (or prospective future Encumbrances), Tenant shall execute and deliver to Landlord, from time to time and no later than ten days after written request by Landlord, an SNDA substantially in the form of Exhibit E or such other form as may be required by the Lender (which other form of SNDA shall not limit, modify or restrict Tenant’s rights under this Lease and shall be subject to commercially reasonable modifications requested by Tenant consistent with the then current requirements of similarly situated tenants and institutional lenders). If the interest of Landlord in the Property is transferred pursuant to or in lieu of proceedings for enforcement of any mortgage Encumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust; provided), howeverTenant shall, that any at the request of the new owner, immediately attorn to, and become the tenant of, the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease and, at such beneficiary maynew owner’s request, by written notice to Tenant given at any time, subordinate shall execute a new lease confirming the lien lease terms of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesto be expressed in writing from time to time, this Lease and the rights of Tenant hereunder are and shall be either superior or subject and subordinate to any and all ground mortgages, trust deeds and charges (any of which are herein called “Mortgage” or underlying leases“Mortgages”) and any and all easements and rights of way (provided that the same do not materially adversely affect Tenant’s access to or use of the Premises) (“Easements”) on or in any way affecting the Premises or the Project or any part thereof now or in the future, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to including all renewals, modificationsextensions, consolidations, modifications and replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground Mortgages and Easements from time to time. Tenant shall at any time on ten (10) days’ notice from Landlord or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event holder of a termination or foreclosure, Tenant shall Mortgage attorn to and become a tenant of and attorn the holder of any of such Mortgages or any party whose title to the successor-in-interest Project is superior to that of Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeset forth herein. Tenant shall alsoexecute promptly on request by Landlord any certificates, within ten (10) days following written request agreements, instruments of Landlord (postponement or the beneficiary under any deed of trust encumbering the Building)attornment, execute and deliver all or other such instruments or agreements as may be required requested from time to time by Landlord to postpone or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and all of Tenant’s rights hereunder to any of such Mortgages or Easements or to otherwise give full effect to any of the rights provisions of this Article 15. Provided Tenant under is not in default hereunder, and at Tenant’s request and sole cost and expense, Landlord shall obtain from the holder of any Mortgage, in respect of which Tenant has executed and delivered an instrument of postponement, subordination or attornment as required hereby, its agreement to permit Tenant to continue in occupation of the Premises in accordance with and subject to the terms of this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors(“Non-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionDisturbance Agreement”).

Subordination. At This Lease shall, at the option of Landlord or any of its mortgagees/deed of trust beneficiariesLessor's option, this Lease shall be either superior or subordinate to all ground mortgages or underlying leases, mortgages and deeds of trusttrust on the Premises, if anywhether now existing or hereinafter created. The Lessee shall, which upon written demand by the Lessor, execute such instruments as may hereafter affect be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease to the lien of any mortgage or deed of trust on the Building. Notwithstanding any such subordination, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant the Lessee is not in default under this Leasehereunder, this Lease shall not be terminated or Tenant’s the Lessee's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectiontrust is foreclosed. In the event of a termination or such foreclosure, Tenant the Lessee shall thereupon become a tenant of Lessee of, and attorn to, the successor in interest to the successor-in-interest to Landlord upon Lessor on the same terms and conditions as are contained in this Lease. The Lessee may condition any subordination upon the Lessor's and any lender's agreement to execute a Nondisturbance, Subordination and shall promptly Attornment Agreement reasonably approved by the Lessee. The Lessee agrees that a Nondisturbance, Subordination and Attornment Agreement that provides that the lender or transferee of the Building and/or the Project is (i) not responsible for any defaults of the Lessor prior to the date of transfer and (ii) not liable for the security deposit unless it is actually received from Lessor are reasonable provisions. The Lessee agrees to execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required subordination agreements from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in at the form customarily required by such beneficiary) to subordinate request of the Lessor subordinating this Lease and the any Memorandum of this Lease, to easements, rights of Tenant under this Lease to any ground way, development agreements, covenants, conditions and restrictions, or underlying lease other instruments and documents necessary or appropriate to the lien development of any mortgage or deed of trustthe Project and the Building as determined by the Lessor; provided, however, that no term or provision of any such beneficiary may, by written notice to Tenant given at any time, subordinate instrument or document shall materially diminish or change the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance rights of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLessee hereunder.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in In the event of termination of any such ground Landlord’s title or underlying lease, leasehold interest is now or the foreclosure of any such mortgage or hereafter encumbered by a deed of trust, upon the interest of Landlord in the land and Building in which the demised Premises are located, to which secure a loan from a lender (hereinafter referred to as “Lender”) to Landlord, Tenant shall, at the request of Landlord, execute in writing an agreement in form reasonably satisfactory to Tenant subordinating its rights under this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon lien of such deed of trust, or, if so requested, agreeing that the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlordlien of Lender’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute shall be or remain subject and deliver all instruments as may be required from time subordinate to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that Lease. Notwithstanding any such beneficiary maysubordination, by written notice to Tenant’s possession under this Lease shall not be disturbed if Tenant given at any time, subordinate is not in default and so long as Tenant shall pay all rent and observe and perform all of the lien of its deed of trust to provisions set forth in this Lease. Tenant shall agree 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 With respect to any offsets or defenses encumbrance on the Property to be recorded after the execution hereof, no subordination of Tenant’s rights under this Lease shall be effective unless and until the Tenant may have against has received a prior landlordnon-disturbance agreement from the holder of the encumbrance in recordable commercially reasonable form. With respect to any Lenders currently holding encumbrances on the Property, and shall not be liable for Landlord will make best effort to deliver to Tenant, within sixty (60) days after the return Effective Date of this Lease, a non-disturbance agreement confirming the agreement of any security deposit such Lender not actually recovered by such purchaser or bound by any rent paid in advance to disturb Tenant’s possession of the calendar month Premises, which shall be in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionform reasonably satisfactory to Tenant.

Subordination. At the option Subject to Tenant’s receipt of Landlord or any of its mortgagees/deed of trust beneficiariesan appropriate non-disturbance agreement(s) as set forth below, this Lease shall be either superior or subject and subordinate to all ground the lien of any mortgage or underlying leases, mortgages and deeds of trusttrust deed now or hereafter in force against Landlord’s leasehold interest in this Lease or any part thereof, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that so long as Tenant is not in default under this Lease, this Lease be superior thereto. Landlord’s delivery to Tenant of a commercially reasonable non-disturbance agreements) in favor of Tenant from any mortgage holders and lien holders of Landlord and/or Master Landlord shall not be terminated or in consideration of, and a condition precedent to, Tenant’s quiet enjoyment agreement to be bound by the TCCs of this Article 17. Subject to Tenant’s receipt of the Premises disturbed non-disturbance agreement(s) described above, Tenant covenants and agrees in the event of termination of any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage or deed of trustin lieu thereof, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof, to Landlord upon recognize such purchaser or lienholder as the same terms and conditions as are contained in lessor under this Lease, and provided such lienholder or purchaser shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time agree to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate accept this Lease and the rights not disturb Tenant’s occupancy, so long as Tenant is not in Default of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that Landlord’s interest in this Lease may be assigned as security at 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 time to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionlienholder.

Subordination. At the option Any and all rights of Landlord or Guarantor under any of its mortgagees/deed of trust beneficiariesand all debts, this Lease shall be either superior or subordinate liabilities and obligations owing from Borrower to all ground or underlying leasesGuarantor, mortgages including any security for and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination guaranties of any such ground obligations, whether now existing or underlying leasehereafter arising, are hereby subordinated in right of payment to the prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the foreclosure entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all rights to any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any security for and guaranties of any such mortgage obligations, whether now existing or deed of trusthereafter arising, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordinationpayments, nondisturbance dividends or distributions out of the business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be received and attornment agreement in held as trustee for the form customarily required by such beneficiary) benefit of GBC and shall forthwith be paid over to subordinate this Lease and the rights of Tenant under this Lease GBC to any ground or underlying lease or be applied to the lien of Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any mortgage other right or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of Guarantor hereunder. Guarantor hereby expressly waives any right to set-off or assert any counterclaim against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsBorrower. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.*AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this 18.1 This Lease shall be either superior or subject and subordinate to all present and future ground or underlying leasesleases of the Building or Project (each, mortgages a “Ground Lease”) and deeds to any trust deed or mortgage now or hereafter in force against the Building or Project or any part thereof (each, a “Mortgage”), the lien and security interest imposed by such Mortgage, the rights and remedies of trust, if any, which may hereafter affect the Buildingholder or beneficiary of such Mortgage (“Mortgagee”) to enforce such lien or security interest, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such Mortgages, unless the Mortgagee or the lessor under such Ground Lease (“Ground Lessor”) requires in writing that this Lease be superior thereto. 18.2 Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any Mortgage or deed in lieu thereof (or if any Ground Lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Mortgagee or purchaser or any successors thereto upon any such foreclosure or deed in lieu thereof (or to the Ground Lessor if any Ground Lease is terminated) (the “Successor Landlord”), if so long requested to do so by the Successor Landlord, and to recognize the Successor Landlord as Tenant is not in default the lessor under this Lease, and this Lease shall not continue in full force and effect as a direct lease between Successor Landlord and Tenant; provided, however, in no event shall Successor Landlord be terminated liable for or bound by any of the following matters: (a) any right or alleged right of Tenant to any offset, defense, claim, counterclaim, reduction, deduction, or abatement against Tenant’s quiet enjoyment payment of Rent or performance of Tenant’s other obligations under this Lease (“Offset Right”) that Tenant may have against Landlord and any other party that was landlord under this Lease at any time before the occurrence of any attornment hereunder (“Former Landlord”) relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment; (b) any act, omission, default, misrepresentation, or breach of warranty, of any Former Landlord or obligations accruing prior to Successor Landlord’s actual ownership of the Premises disturbed in Building or Project; (c) any payment of Rent that Tenant may have made to Former Landlord more than thirty (30) days before the event date such Rent was first due and payable under this Lease with respect to any period after the date of attornment other than, and only to the extent that, this Lease expressly required such a prepayment; (d) any obligation (i) to pay Tenant any sum(s) that any Former Landlord owed to Tenant, or (ii) with respect to any security deposited with Former Landlord, unless such security was actually delivered to Successor Landlord;(e) any modification or amendment of this Lease, or any waiver of any terms of this Lease, made without Successor Landlord’s written consent; (f) any consensual or negotiated surrender, cancellation, or termination of this Lease, in whole or in part, agreed upon between Former Landlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of this Lease; and (g) any such ground or underlying leaseobligation of Landlord under this Lease to make, pay for, or reimburse Tenant for any alterations, demolition, or other improvements or work at the foreclosure of any such mortgage Building or deed of trustProject, to which this Lease has been subordinated pursuant to this Section. In including the event of a termination or foreclosure, Tenant shall become a tenant of and attorn Premises. 18.3 Notwithstanding anything to the successor-in-interest to Landlord upon the same terms and conditions as are contained contrary in this Lease, before exercising any right of Tenant to cancel or terminate this Lease or to claim a partial or total eviction arising (whether under this Lease or under applicable law) from Landlord’s breach or default under this Lease (a “Termination Right”), Tenant shall provide Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) with notice of the breach or default by Landlord giving rise to same (the “Default Notice”) and, thereafter, the opportunity to cure such breach or default as follows. After Mortgagee receives a Default Notice, Mortgagee shall have a period of thirty (30) days beyond the time available to Landlord under this Lease in which to cure the breach or default by Landlord. Mortgagee shall have no obligation to cure (and shall promptly execute have no liability or obligation for not curing) any instrument reasonably required breach or default by Landlord, except to the extent that Mortgagee agrees or undertakes otherwise in writing. In addition, as to any breach or default by Landlord the cure of which requires possession and control of the Building or Project, provided only that Mortgagee undertakes to Tenant by written notice to Tenant within thirty (30) days after receipt of the Default Notice to exercise reasonable efforts to cure or cause to be cured by a receiver such breach or default within the period permitted by this Section, Mortgagee’s successor cure period shall continue for that purposesuch additional time as Mortgagee may reasonably require to either (a) obtain possession and control of the Building or Project and thereafter cure the breach or default with reasonable diligence and continuity, or (b) obtain the appointment of a receiver and give such receiver a reasonable period of time in which to cure the default. 18.4 Landlord's interest herein may be assigned as security at any time to any Mortgagee. Tenant shall alsoshall, within ten (10) days following written of request of Landlord (or the beneficiary under any deed of trust encumbering the Building)by Landlord, execute and deliver all such further instruments or assurances as Landlord may be required from time reasonably deem necessary to time by Landlord evidence or confirm the subordination or superiority of this Lease to any such beneficiary (including without limitation Mortgages or Ground Leases. Tenant waives the provisions of any subordinationcurrent or future statute, nondisturbance and attornment agreement in the form customarily required by such beneficiary) rule or law which may give or purport to subordinate give Tenant any right or election to terminate or otherwise adversely affect this Lease and the rights obligations of the Tenant under this Lease to any ground or underlying lease or to hereunder in the lien event of any mortgage foreclosure proceeding or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At Conditioned upon the option beneficiary of Landlord or any of its mortgagees/deed mortgages and/or deeds of trust beneficiaries, now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT) with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasein the performance of its obligations hereunder, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and, in the event of termination the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any such ground mortgages and/or deeds of trust now or underlying leasehereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or the foreclosure holder of any such mortgage or deed of trust, trust elects to which have Tenant's interest in this Lease has been subordinated pursuant superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this SectionLease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn Subject to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leaseforegoing, and Tenant, at any time hereafter on demand, shall promptly execute any instrument reasonably required by Landlord’s successor for instruments, releases or other documents that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance mortgagee for the purpose of subjecting and attornment agreement in the form customarily required by such beneficiary) to subordinate subordinating this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed such mortgage. For purposes of trust; providedthis section, howeverLandlord will be deemed to have satisfied the condition of obtaining an Attornment Agreement if the form thereof required by the mortgagee is a type of form that is customarily given by institutional lenders, provided that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 have the right to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionattempt to negotiate more favorable terms.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all ground any underlying land leases or underlying leases, mortgages and deeds of trust, if any, to secure debt which may now or hereafter affect this Lease, the Building, Building or the Property and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and extensions thereof; provideddeeds to secure debt. In confirmation of the subordination set forth in this Paragraph 14, Tenant shall, at Landlord's request, execute and deliver such further instruments desired by the holder of the deed to secure debt (a "Mortgagee") or by any lessor under any such underlying land leases. Notwithstanding the foregoing, Landlord or such Mortgagee shall have the right to subordinate or cause to be subordinated, in whole or in part, any such underlying land leases or deeds to secure debt to this Lease (but not in respect to priority of entitlement of insurance or condemnation proceeds). If any such underlying land leases or deeds to secure debt terminate for any reason or any such deeds to secure debt are foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, deliver to Mortgagee within ten (10) days of written request an attornment agreement, providing that such Tenant shall continue to abide by and comply with the terms and conditions of this Lease. (b) The subordination of this Lease to any future Mortgage or any future underlying land lease is conditioned upon the Mortgagee or lessor under any such lease executing and delivering to Tenant a subordination, non-disturbance and attornment agreement (an "SNDA"), on a commercially reasonable form, confirming that so long as Tenant is not then in default hereunder beyond any applicable cure period, the Mortgagee or lessor shall not disturb the possession of Tenant, terminate or attempt to terminate this Lease, and that any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage or any underlying land lease shall be bound to Tenant, and Tenant shall be bound to it, under all of the terms, covenants, and conditions of this Lease for the balance of the Term of this Lease, including any extensions thereof, with the same force and effect as if such party were the original Landlord under this Lease. Landlord represents and warrants to Tenant that, as of the date of this Lease, there is no underlying land lease affecting the Lease or encumbering the Property or Building, and the only deeds to secure debt, mortgages, or other first priority security title or security interest encumbering its estate in the Property are those in favor of (i) Bank of Nova Scotia, and (ii) Connecticut General Life Insurance Company (collectively, the "Mortgagees"). Within forty-five (45) days after the execution and delivery of this Lease by Landlord and Tenant, Landlord shall not be terminated deliver to Tenant, without cost to Tenant, a fully executed SNDA from the Mortgagees in form substantially similar to the SNDA annexed to this Lease as EXHIBIT "H". (c) If any proceedings are brought for the foreclosure of, or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination exercise of any such ground or underlying lease, or the foreclosure power of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed conveyance in lieu of foreclosure under any deed to secure debt, Tenant shall at the option of the purchaser at such foreclosure or other sale, attorn to such purchaser and recognize such person as Landlord under this Lease. The institution of any suit, action or other proceeding by a Mortgagee or a sale of the Property pursuant to the powers granted to a Mortgagee under its deed to secure debt, shall not, by operation of law or otherwise, result in the cancellation or the termination of this Lease or of the obligations of Tenant hereunder. (d) If such purchaser requests and accepts such attornment, from and after such attornment, Tenant shall have the same remedies against such purchaser for the breach of an agreement contained in this Lease that Tenant might have had against Landlord if the deed to secure debt had not been terminated or foreclosed, except such purchaser shall not be responsible (i) liable for any act or omission of a the prior landlord, shall not be Landlord; (ii) subject to any offsets or defenses which Tenant may might have against a the prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser Landlord; or (iii) bound by any rent Rent or security deposit which Tenant might have paid in advance of to the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Landlord hereby represents to Tenant that as of the option Lease Date there does not exist a lien of a mortgage or deed of trust on all or any portion of the Premises. 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 of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases, mortgages and deeds of trust, if any, leases which may now exist or hereafter affect be executed affecting the BuildingBuildings or the land upon which the Buildings are situated or both provided such ground lease includes a provision that Tenant's use, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that occupancy or quiet enjoyment of the Premises will not be disturbed so long as Tenant is not in default under of the terms and provisions of this Lease, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildings, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary 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 shall 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 and upon the request of such successor to Landlord, attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not be terminated disturb Tenant's use, occupancy or Tenant’s quiet enjoyment of the Premises disturbed so long as Tenant is not in default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act 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; or (c) bound by prepayment of more than one (1) month's Rent. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a demand or request by Landlord and in the event form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. Tenant's agreement to subordinate this Lease to any future ground or underlying lease, lease or any future deed of trust or mortgage pursuant to the foregoing provisions of the Section 17 is conditioned upon Landlord delivering to Tenant from the lessor under such future ground or underlying lease or the foreclosure holder of any such mortgage or deed of trust, a non-disturbance agreement agreeing, among other things, that Tenant's right to which this Lease has been subordinated possession of the Premises pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of shall not be disturbed provided Tenant is not in default under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release beyond the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees notice and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectioncure periods hereunder.

Subordination. At To the option fullest extent permitted by law, this Lease, the rights of Landlord Tenant under this Lease and Tenant’s leasehold interest shall be subject and subordinate 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 its mortgagees/the Project, and (ii) the lien of any mortgage or deed of trust beneficiarieswhich may now or hereafter exist for which the Building, this Lease shall be either superior or subordinate to all the Lot, ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord’s interest or estate therein is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary (any such ground lessor, mortgagee or beneficiary referred to herein as a “Holder”) 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. Notwithstanding the foregoing, if anyTenant’s obligation to subordinate this Lease to any future ground or underlying lease of the Project or to any future lien of any mortgage or deed of trust is conditioned upon such ground lessee or lender, which as the case may hereafter affect be, agreeing in writing that the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that rights of Tenant under this Lease shall not be disturbed by any termination of such lease or foreclosure of such mortgage or deed of trust so long as Tenant is not in default under this Leasehereunder beyond applicable notice and cure periods. 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, this Lease Tenant shall attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not be terminated or disturb Tenant’s use, occupancy or quiet enjoyment of the Premises disturbed if Tenant is not in material default of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act 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; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the event form reasonably requested by Landlord and/or a Holder, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. If Tenant shall fail to timely return such subordination, nondisturbance and attornment agreement, Landlord shall deliver a second written request and if Tenant shall fail to return such agreement within three (3) days of receipt of such second written request, then Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys’ fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such subordination, nondisturbance and attornment agreement. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such documents if Tenant fails to do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such documents. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease has been subordinated pursuant to this Section. In and the obligations of the Tenant hereunder in the event of a termination any foreclosure proceeding or foreclosure, sale. Tenant shall become a tenant hereby acknowledges that as of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in date of execution of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any there is a deed of trust encumbering Landlord’s interest in the BuildingPark in favor of Redwood Capital Finance Company, LLC, a Delaware limited liability company (the “Current Lender”). Tenant shall, execute concurrently with the execution of this Lease by Tenant, execute, notarize and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any a subordination, nondisturbance non-disturbance and attornment agreement in the form customarily required attached to this Lease as Exhibit H and incorporated herein by such beneficiarythis reference (the “SNDA”) Landlord shall endeavor to subordinate cause the Current Lender to execute, notarize and deliver to Tenant the SNDA within ninety (90) days of the later of (i) the mutual execution and delivery of this Lease or (ii) the date Landlord receives Tenant’s executed original SNDA, but Landlord shall not be in default under this Lease and shall have no liability to Tenant what whatsoever if Landlord is unable to obtain and deliver to Tenant the rights of SNDA executed by the Current Lender. Should Tenant under this Lease to have any ground or underlying lease or requested changes to the lien SNDA attached to the initial draft of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. , Tenant shall agree that any purchaser at a foreclosure sale covenants and agrees to pay all fees, costs and expenses incurred by Landlord in connection with the negotiation 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance issuance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSNDA.

Subordination. At This Lease, the option of Landlord or any of its mortgagees/deed of trust beneficiariesTerm and estate hereby granted, this Lease are and shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds the lien of trust, if any, each mortgage which may now or at any time hereafter affect Landlord’s interest in the real property, Building, and to all renewalsparking facilities, modificationsCommon Areas or portions thereof and/or the land thereunder (an “underlying mortgage”), consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment regardless of the Premises disturbed in interest rate, the event terms of termination repayment, or the use of the proceeds of any such ground or underlying lease, mortgage. Tenant shall from time to time execute and deliver such instruments as Landlord or the foreclosure holder of any such mortgage or deed of trustmay reasonably request to confirm the subordination provided in this Section 14.1. Landlord shall use commercially reasonable efforts deliver to Tenant for execution a commercial non-disturbance agreement from EUROHYPO AG, to which this Lease has been subordinated pursuant to this Section. In the event New York Branch, as Administrative Agent on behalf of a termination or foreclosuresyndicate of lenders (collectively, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10“Lender”) days following written request of Landlord (or which is the beneficiary under any a first-lien deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required of Exhibit F attached hereto and made a part hereof (“SNDA”). Lender requires that Tenant and Xxxxxxxx execute the SNDA prior to Xxxxxx’s execution thereof. Except with respect to the initial SNDA from the existing Lender as of the date hereof, Tenant shall pay the costs [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. associated with Xxxxxx’s processing (and, if revisions are requested by Xxxxxx, negotiating any modifications to such beneficiaryinstrument) of such SNDA, including any legal fees incurred with respect thereto, not to subordinate this Lease and exceed $[***]. As a condition to the rights subordination of Tenant under this Lease to any ground or future underlying lease or mortgage, Landlord agrees to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 obtain for the return benefit of any security deposit not actually recovered by such purchaser Tenant a commercially reasonable form of subordination, non-disturbance and attornment agreement from the lender or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries lessor, as applicable, under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionevery underlying mortgage.

Subordination. At Without the option necessity of Landlord any additional document being executed by Tenant for the purpose of effecting a subordination, the Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases which may hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any of its mortgagees/mortgage or deed of trust beneficiarieswhich may be placed upon the Building, this Lease shall be either superior the Project and/or the land upon which the Premises or subordinate to all the Project are situated, or said ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items which is specified as security. 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 deeds become the Tenant of trust, if any, which may hereafter affect the Building, and successor in interest to all renewals, modifications, consolidations, replacements and extensions thereof; provided, Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this LeaseLease beyond the expiration of all applicable grace, notice and cure periods. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any commercially reasonable additional documents evidencing Tenant's attornment or the subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground leases or underlying lease, leases or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In in the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument form reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground landlord, mortgagee, or underlying lease or to the lien of any mortgage or beneficiary under a deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionnondisturbance requirement.

Subordination. At Without die necessity of any additional document being executed by Tenant for the option purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to die land of which die Prcmiscs are a part, die rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed afficting the Building or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary 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 and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the ternis and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in licu thereof shall not be terminated (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any officts or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to die extent any portion or all of such Security Deposit has not already been forfcited by, or refunded to, Tenant’s quiet enjoyment . Landlord shall be liable to Tenant for all or any portion of the Premises disturbed Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in the event interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of termination a demand or request by Landlord and in die form requested by Landlord, ground lessor, mortgagee or bcncficiary, any additional documents evidencing die priority or subordination of this Lease with respect to any such ground [cases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, to which this Lease has been subordinated pursuant to this Sectionat Landlord's option, constitute a material default hereunder. In the event of a termination or foreclosure, It is further agreed "t Tenant shall become a tenant of and attorn be liable to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this LeaseLandlord, and shall promptly execute indemnify Landlord from and against any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoloss, within ten (10) days following written request of Landlord (cost, damage or the beneficiary under expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights failure of Tenant under this Lease to any ground execute or underlying lease or deliver to the lien of any mortgage or deed of trust; provided, however, that Landlord any such beneficiary mayadditional documents, by written notice to Tenant given at together with any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionEnforcement Expenses.

Subordination. At During the option term of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Agreement, PITSA shall be either superior have the right to encumber its interest in the Leased Property or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease Agreement for any purpose it deems convenient and COMPANY shall not be terminated or Tenant’s quiet enjoyment of and hereby does subordinate its interest in this Lease Agreement and in the Premises disturbed 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 termination its obligation hereunder. COMPANY shall execute any agreement which may be required by PITSA in confirmation with such subordination and submit whatever public finance data may normally be requested by any trust insurance company, bank or other recognized lending institution. Once PITSA 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 PITSA, PITSA shall not have the power to amend this Lease Agreement so as to reduce the rent, decrease the term or modify or negate any such ground or underlying leasesubstantial obligation of COMPANY in the terms hereof, or agree to rescind this Lease Agreement without the foreclosure 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, on the understanding that if PITSA fails to obtain such lending institution’s approval to carry out the foregoing, the amendment of the terms above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the lending institution shall notify COMPANY in writing requiring the payment of rents hereunder directly to such lending institution or its representative, then COMPANY shall be obligated to pay such lending institution or its representative each subsequent rental coming due under this Lease Agreement (together with any unpaid rent then past due), until the date on which such mortgage lending institution notifies COMPANY authorizing payment of rent to PITSA or deed other party entitled thereto. COMPANY understands and agrees that except for the advanced security deposit provided for in the Miscellaneous Section hereunder, at the request of trustPITSA, shall provide a statement that no advanced payment has been made; such document shall be binding upon COMPANY as against the lending institution to which this Lease has been subordinated pursuant to this SectionAgreement may be assigned. In addition, the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure lending institution shall not be responsible for any act or omission of a prior landlord, shall not bound to recognize those payments made to PITSA after the COMPANY has received notice requiring payments to be subject made to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionlending institutions.

Subordination. At (a) Without the option necessity of Landlord or any additional document being executed by Tenant for the purpose of its mortgagees/deed of trust beneficiarieseffecting a subordination, this Lease shall be either superior or 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 or the land upon which the Building is situated or both; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, mortgages and deeds or Landlord’s interest or estate in any of trustsaid items, if anyis specified as security. Notwithstanding the foregoing, which may hereafter affect Landlord shall have the Building, and right to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not subordinate or cause to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of subordinated any such ground leases or underlying leaseleases or any such liens to this Lease. In the event that 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 successor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver upon demand by Landlord any additional documents, in commercially reasonably form, evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the foreclosure lien of any such mortgage or deed of trust. Tenant shall execute, deliver and record any such documents within twenty (20) days after Landlord’s written request, provided such documents are reasonably acceptable to which Tenant. Upon written request by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s then-current mortgagee on such mortgagee’s then-standard form of agreement. As used in this Paragraph 15, “Commercially Reasonable Efforts” of Landlord shall not require Landlord to incur any cost, expense, or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the mortgagee. Landlord’s failure to obtain a subordination, non-disturbance and attornment agreement for Tenant shall have no effect upon the rights, obligations and liabilities of Landlord and Tenant or be considered a default by Landlord hereunder. (b) Notwithstanding anything to the contrary set forth in this Paragraph 15, as a condition precedent to the future subordination of this Lease has been subordinated pursuant to this Sectiona future mortgage or deed of trust, Landlord shall be required to provide Tenant with a non-disturbance, subordination, and attornment agreement (on such mortgagee’s then-standard form) in favor of Tenant from any mortgagee who comes into existence after the Commencement Date. In the event Such non-disturbance, subordination, and attornment agreement in favor of a termination or foreclosure, Tenant shall become a tenant provide that, so long as Tenant is paying the Rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and attorn effect. Tenant acknowledges that such subordination, non-disturbance and attornment agreement may include other provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest to Landlord upon shall be bound by (i) any payment of the same terms and conditions as are contained in this LeaseBase Rent, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoAdditional Charges, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Additional Rent, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant other sum due under this Lease to for more than one (1) month in advance or (ii) any ground amendment or underlying lease modification of the Lease made without the express written consent of mortgagee or to the lien of any mortgage or deed of trustsuccessor-in-interest; provided, however, that (b) neither mortgagee nor any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not successor-in-interest will be responsible liable for (i) any act or omission or warranties of a any prior landlordlandlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the Property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall not be subject to any offsets or defenses which Tenant may might have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that (including Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section).

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the BuildingBuilding and to any and all advances made on the security thereof or Landlord's interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in . In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure; in the event any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly attorn to the ground lessor. Tenant agrees to execute any instrument reasonably documents required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or effectuate such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or prior to the lien of any mortgage or deed of trust; providedtrust or ground lease, however, that or to evidence such attornment. (b) In the event any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, or in the event any ground lease to which this Lease is subordinate is terminated, this Lease shall not be responsible for any act barred, terminated, cut off or omission foreclosed nor shall the rights and possession of a prior landlord, Tenant hereunder be disturbed if Tenant shall not then be subject in default in the payment of rental and other sums due hereunder or otherwise be in default under the terms of this Lease, and if Tenant shall attorn to the purchaser, grantee, or ground lessor as provided in subparagraph (a) above or, if requested, enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Tenant's covenant under subparagraph (a) above to subordinate this Lease to any offsets or defenses Tenant may have against a prior landlordground lease, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds mortgage, deed of trust encumbering or other hypothecation hereafter executed is conditioned upon each such senior instrument containing the Building are intended third party beneficiaries of commitments specified in this Sectionsubparagraph (b).

Subordination. At Conditioned upon the option beneficiary of Landlord or any of its mortgagees/deed mortgages and/or deeds of trust beneficiaries, now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasein the performance of its obligations hereunder, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and, in the event of termination the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any such ground mortgages and/or deeds of trust now or underlying leasehereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or the foreclosure holder of any such mortgage or deed of trust, trust elects to which have Tenant's interest in this Lease has been subordinated pursuant superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this SectionLease shall be deemed superior to such Lien, whether this Lease was executed before or after said mortgage or deed of trust. In Subject to the event of a termination or foreclosureforegoing, Tenant at any time hereafter on demand, shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for instruments, releases or other documents that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance mortgagee for the purpose of subjecting and attornment agreement in the form customarily required by such beneficiary) to subordinate subordinating this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage such mortgage. For purposes of this section, Landlord will be deemed to have satisfied the condition of obtaining an Attornment Agreement if the form thereof required by the mortgagee is a type or deed of trust; provided, however, form that any such beneficiary may, is customarily given by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurredinstitutional lenders; provided that Tenant shall have the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.right to attempt to negotiate more favorable terms:"

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of (b) the Premises disturbed in the event of termination lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, or if any such lease be terminated, upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be. 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 Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to which execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease has been subordinated pursuant (excluding rights in and to this Sectioninsurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the estate of its lease, as the case may be. In the event of a termination such election and upon the mortgagee, beneficiary or foreclosurelessor notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall become a tenant of execute and attorn deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the successor-in-interest form customarily used by such party. If Tenant fails to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required to be executed by Landlord’s successor for that purpose. Tenant shall also, under this Section 23 within ten (10) days following written request of after request, Tenant irrevocably appoints Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorsattorney-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionfact, in Tenant's name, to execute such instrument.

Subordination. At Landlord shall have the option of Landlord or any of its mortgagees/deed of trust beneficiaries, right to subordinate this Lease shall be either superior to any mortgage presently existing or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the BuildingBuilding and/or the Campus by so declaring in such mortgage, and the recording of any such mortgage shall make it prior and superior to all renewalsthis Lease regardless of the date of execution or recording of either document; provided that, modificationsfollowing Tenant’s request, consolidationsLandlord shall cause the holder of such mortgage or trustee to execute and deliver to Tenant for its execution a subordination, replacements nondisturbance and extensions thereof; providedattornment agreement which provides, among other things, that so long as Tenant no default has occurred and is not in default continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, this Lease the holder of the mortgage shall not be terminated or disturb Tenant’s quiet enjoyment leasehold interest or possession of the Premises disturbed in accordance with the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectionterms hereof. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within Within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord’s delivery thereof to Tenant, Tenant shall execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including Landlord, without limitation any cost, the subordination, nondisturbance and attornment agreement in such form as reasonably may be deemed necessary or desirable by Landlord or its mortgagee to confirm the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Within ten (10) days of Landlord’s written request therefor, Tenant also shall agree that deliver to Landlord an Estoppel Certificate in the form attached hereto as Exhibit G. Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage, attorn to the purchaser at a upon any such foreclosure sale or lender taking title and recognize such purchaser as the landlord under a deed in lieu of foreclosure this Lease. Landlord shall not be responsible for any act or omission of a prior landlord, shall not be subject required to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionprovide an estoppel certificate to Tenant.

Subordination. At The following provisions shall govern the option relationship of Landlord or this Lease to any Security Instrument: A. The Lease is subject and subordinate to all Security Instruments existing as of its mortgagees/deed of trust beneficiariesthe Effective Date. However, if any Lender so requires, this Lease shall be either become prior and superior or to any such Security Instrument. B. At Landlord’s election, this Lease shall become subject and subordinate to all ground or underlying leasesany Security Instrument created after the Effective Date. Notwithstanding such subordination, mortgages and deeds Tenant’s right to quiet possession of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises shall not be disturbed so long as Tenant is not in default and performs all of its obligations under this Lease, unless this Lease shall not be is otherwise terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, its terms. C. Tenant shall become a tenant of upon request execute and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute acknowledge any document or instrument reasonably required by any Lender to make this Lease either prior or subordinate to a Security Instrument, which may include such other matters as the Lender customarily requires in connection with such agreements, including provisions that the Lender not be liable for (i) the return of any security deposit unless the Lender receives it from Landlord, (ii) any defaults on the part of Landlord occurring prior to the time the Lender takes possession of the Project in connection with the enforcement of its Security Instrument, and/or (iii) completion of any improvements to the Premises or the Project agreed to or undertaken by Landlord. Tenant’s successor for that purpose. Tenant shall also, failure to execute any such document or instrument within ten (10) days following after written request demand therefore shall constitute an Event of Tenant’s Default. D. Upon Tenant’s written request, Landlord (or the beneficiary under any deed of trust encumbering the Building)shall, execute and deliver all instruments as may be required from time at no cost to time by Landlord or such beneficiary (including without limitation any Landlord, use commercially reasonable efforts to obtain a subordination, nondisturbance non-disturbance and attornment agreement in the form customarily required by such beneficiary(“SNDA”) to subordinate this Lease and the rights for Tenant’s benefit from any holder of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trusta Security Instrument; provided, however, that any the failure to so obtain such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure SNDA shall not be responsible for deemed a default by Landlord nor permit Tenant any act rights 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionremedies.

Subordination. At This Lease is and shall be expressly subject and subordinate at all times to the option lien of Landlord any present or any of its mortgagees/future mortgage or deed of trust beneficiariesencumbering fee title to the Leased Premises; provided, however, that such subordination is conditioned upon Tenant first receiving from the mortgagee, beneficiary or purchaser at foreclosure, as the case may be, a commercially reasonable subordination, non-disturbance and attornment agreement that provides, in pertinent part, that Tenant’s occupancy of the Leased Premises and other rights under this Lease shall not be either superior disturbed by reason of the foreclosure of such mortgage or subordinate to all ground or underlying leasestrust deed, mortgages and deeds of trustas the case may be, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, to which this Lease has been subordinated pursuant to this Section. In upon request of the event of a termination mortgagee or foreclosurebeneficiary, as the case may be, Tenant shall become a tenant of and will attorn to the successorpurchaser at the foreclosure sale. The foregoing provisions are declared to be self-in-interest to Landlord upon the same terms operative and conditions as are contained in this Lease, and no further instruments shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or effect such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustsubordination and/or attornment; provided, however, that subordination of this Lease to any such beneficiary maypresent or future mortgage or trust deed shall be conditioned upon the mortgagee, by written notice to Tenant given at any timebeneficiary, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any or purchaser at a foreclosure sale or lender taking title foreclosure, as the case may be agreeing that Tenant’s occupancy of the Leased Premises and other rights under a deed in lieu of foreclosure this Lease shall not be responsible for any act disturbed by reason of the foreclosure of such mortgage or omission trust deed, as the case may be, so long as Tenant is not in default under this Lease beyond the applicable notice and cure period. Within ten (10) business days following receipt of a prior landlordwritten request from Landlord, Tenant shall not be subject execute and deliver to Landlord, without cost, any offsets instrument that Landlord deems reasonably necessary or defenses Tenant may have against a prior landlord, and shall not be liable for desirable to confirm the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries subordination of this SectionLease.

Subordination. Except as otherwise provided in this Section 14.8, any indebtedness of any Borrower now or hereafter owing to any other Borrower 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 Required Lenders, 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 option request of Landlord Administrative and Collateral Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Administrative and Collateral Agent all or any part of such subordinated indebtedness and any amount so paid to Administrative and Collateral Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Administrative and Collateral Agent and Lenders and shall be paid over to Administrative and Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or subordinate 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 Administrative and Collateral Agent and Lenders shall be entitled to all ground 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, Administrative and Collateral Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Administrative and Collateral Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Administrative and Collateral Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages the person or persons authorized to pay such claim shall pay to Administrative and deeds of trust, if any, which may hereafter affect Collateral Agent the Buildingfull amount payable on the claim in the proceeding, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, the full extent necessary for that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of purpose any such ground Borrower hereby assigns to Administrative and Collateral Agent, for itself and the ratable benefit of Lenders, all such Borrower’s rights to any payments or underlying lease, or distributions to which such Borrower otherwise would be entitled. If the foreclosure of amount so paid is greater than any such mortgage or deed of trustBorrower’s liability hereunder, to which this Lease has been subordinated pursuant to this Section. In Administrative and Collateral Agent will pay the event of a termination or foreclosure, Tenant shall become a tenant of and attorn excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionperson entitled thereto.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee accepts this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such recorded mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination trust lien presently existing or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord hereafter created upon the same terms and conditions as Building or project of which the Leased Premises are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten a part (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Tenant shall agree that any purchaser at Lessee agrees to provide Lessor with a foreclosure sale or lender taking title non-disturbance agreement substantially in the form attached hereto as Exhibit “E” within thirty (30) days of execution of this Lease. If the interests of Lessor under a deed in lieu this Lease are transferred by reason of foreclosure shall or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the “Purchaser”) at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its Lessor. Should Purchaser elect to maintain existence of this Lease, Lessee will not be responsible for any act or omission of a prior landlord, shall not be subject entitled to any credits as against Purchaser any prepaid rents or offsets against or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord credits due from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLessor.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant covenants and agrees that (a) this Lease is and shall automatically and without further act or deed by Tenant be either superior or subject and subordinate to all ground or underlying leasesany mortgages, mortgages and deeds of trust, if anysecurity deeds or other security instruments, which may and any ground leases or underlying leases presently existing or hereafter affect placed upon all or any portion of the BuildingCenter (each a “Mortgage”) and to any and all advances to be made thereunder, and to any interest accrued thereon, and to all renewals, replacements, modifications, consolidations, replacements consolidations and extensions thereof or participation thereof; provided, (b) any mortgagee, grantee, master lessor, beneficiary or trustee (each a “Mortgagee”) may elect to have this Lease made a prior lien to its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that so long effect, this Lease shall be deemed prior in lien to said Mortgage, whether this Lease is dated prior to or subsequent to the date of any such Mortgage and (c) Tenant shall execute and deliver whatever instruments may reasonably be required by Landlord or any present or prospective Mortgagee to acknowledge such subordination or priority (as applicable) in recordable form. If any proceeding is brought for default under any Mortgage to which this Lease is subject, or in the 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 is shall attorn to the successor and shall recognize that successor as Landlord under this Lease. Such successor shall not in default be (i) liable for any previous act or omission of Landlord under this Lease, this Lease shall (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 be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any been expressly delivered by Landlord to such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectionsuccessor. In the event of a termination or foreclosureIf so requested, Tenant shall become enter into a tenant of and attorn to the successor-in-interest to Landlord upon new lease with that successor on the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor Lease (for that purpose. Tenant shall also, within ten (10) days following written request the unexpired Term of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionthen remaining).

Subordination. Except as otherwise provided in this Section 11.08, any indebtedness of any Borrower now or hereafter owing to another Borrower is hereby subordinated to the Obligations of the Borrowers to the Administrative Agent and the Lenders hereunder, 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 the Administrative Agent, pay in whole or in part any of such indebtedness nor will any Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the option request of Landlord the Administrative Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to the Administrative Agent all or any part of such subordinated indebtedness and any amount so paid to the Administrative Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations hereunder. Each payment on the indebtedness of a Borrower to another Borrower received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower as trustee for the Administrative Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations hereunder, but without otherwise affecting in any manner such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against any other Borrower in any bankruptcy or subordinate other proceeding in which the filing of claims is required by law in respect of any indebtedness of any other Borrower to such Borrower, and the Administrative Agent shall be entitled to all ground of any such Borrower’s rights thereunder. If for any reason any Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, the Administrative Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in such Borrower’s name or, in the Administrative Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, the Administrative Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages and deeds of trust, if any, which may hereafter affect the Buildingperson or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose such Borrower hereby assigns to the Administrative Agent all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated such Borrower’s rights to any payments or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, distributions to which this Lease has been subordinated pursuant to this Sectionsuch Borrower otherwise would be entitled. In If the event of a termination or foreclosureamount so paid is greater than such Borrower’s liability hereunder, Tenant shall become a tenant of and attorn the Administrative Agent will pay the excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionentitled thereto.

Subordination. At the option Tenant agrees upon request of Landlord or any of its mortgagees/deed of trust beneficiaries, to subordinate this Lease shall be either superior or subordinate and its rights hereunder to all ground or underlying leasesthe lien of any mortgage, mortgages and deeds deed of trust, if anyor other encumbrance, together with any conditions, renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against Landlord’s interest in this Lease and the leasehold estate thereby created, the Premises or the land, Building or improvements included therein or of which may hereafter affect the BuildingPremises are a part, or any portion or portions thereof, and to execute and deliver (but without cost to Tenant) at any time and from time to time upon request by Landlord such documents as may be reasonably required to effectuate such subordination; and in the event that Tenant shall fail, neglect or refuse to execute and deliver any such document within twenty (20) days after receipt of written notice so to do and the receipt by Tenant of the document to be executed by it, Tenant hereby appoints Landlord, it successors and assigns, the attorney-in-fact of Tenant irrevocably to execute and deliver any and all renewals, modifications, consolidations, replacements such documents for and extensions thereofon behalf of Tenant; provided, however, that Tenant shall not be required to effectuate such subordination nor shall Landlord be authorized to effect such subordination on behalf of Tenant, unless NGOP - Bank of Oak Ridge 9 13 04 the mortgagee or authorized trustee named in such mortgage, deed of trust, or other encumbrance shall first agree in writing, for the benefit of Tenant, that so long as Tenant is not in default under this Leaseany of the provisions, covenants, or conditions of this Lease shall not on the part of Tenant to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying leasekept and performed, or the foreclosure of any such mortgage or deed of trust, to which that neither this Lease has been subordinated pursuant to this Section. In the event nor any of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease hereunder shall be terminated or modified or be subject to any ground termination or underlying lease or to the lien of any mortgage or deed of trust; modification except as herein otherwise provided, however, that any such beneficiary maynor shall Tenant’s possession of the Premises be disturbed or interfered with, by written notice any trustee’s sale or by an action or proceeding to Tenant given at any timeforeclose said mortgage, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionother encumbrance.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Within ten (10) days after receipt of written notice, Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following after written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Tenant expressly agrees that, at the sole option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease lease shall be either superior subject and subordinate, or subordinate paramount, to all ground or underlying leases, mortgages and deeds mortgages, Deeds of trustTrust, if any, or any other encumbrances now placed or which may hereafter affect be placed in the Buildingfuture upon the real property of which the demised premises are a part by the owners thereof, and to all renewals, modifications, consolidations, replacements and or extensions thereof; provided. And Tenant further agrees that, whenever requested to do so by Landlord, Tenant will execute, sign and deliver any documents required to effectuate such subordination or superiority. Tenant shall, upon request from Landlord, execute and deliver to Landlord any certificate or other instrument stating the date this lease will terminate, the date to which rent has been paid, that so long as this lease is in full force and effect without modification, and that Tenant is not in default under has no rights of deduction or offset hereunder or, if this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease lease has been subordinated pursuant modified or if Tenant claims a deduction or offset hereunder, stating the effect of such modification and/or the claimed deduction or offset. Tenant hereby irrevocably constitutes and appoints Landlord as Tenants’ attorney in fact to this Section. In the event execute (and to deliver to any third party) any documents required to effect such subordination or superiority and nay such certificate or instrument for and on behalf of a termination or foreclosureTenant, if Tenant shall become a tenant of and attorn have failed to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, do so within ten (10) days following written after request of therefore by Landlord, and in such event Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may shall be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement conclusively deemed not in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant default under this Lease lease. Any right, either expressed or implied, to any ground or underlying quiet enjoyment of the premises which Tenant may have under this lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 subordination of this lease under this Article. Notwhithstanding anything to the contrary in the foregoing, Landlord agrees that is shall reasonably cooperate with and assist Tenant may have against in Tenant’s obtaining a prior landlord, and shall not be liable for lender’s standard form Non-Disturbance Agreement by requesting such an agreement from the return lender on behalf of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsTenant. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest Any and all beneficiaries under deeds costs and expenses incurred in obtaining a Non-Disturbance Agreement shall be Tenant’s sole responsibility, including but not limited to any fees or costs imposed by the lender any any and all attorneys’ fees incurred by Tenant or Landlord. Any negotiations or modifications of trust encumbering the Building are intended third party beneficiaries of this Sectionlender’s standard form Non-Disturbance Agreement shall be Tenant’s sole responsibility.

Subordination. At 31.1. Tenant agrees: (a) that, except as hereinafter provided, the option Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage, or a lease of Landlord’s property in a sale-leaseback pursuant to which Landlord has or shall retain the right of possession of the Demised Premises and the Property, or other security instrument (collectively called a “Mortgage”) that now exist, or may hereafter be placed upon the Demised Premises or the Center, and/or the land of which it is a part, or any of its mortgagees/deed of trust beneficiaries, this Lease shall part thereof and all advances made or to be either superior or subordinate to all ground or underlying leases, mortgages made thereunder and deeds of trust, if any, which may hereafter affect the Buildinginterest thereon, and to all renewals, replacements, modifications, consolidations, replacements or extensions thereof and extensions thereof; provided, (b) that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of if the Premises disturbed in the event of termination holder of any such ground Mortgage (“Mortgagee”) or underlying leaseif the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the foreclosure case may be, as Landlord under the Lease for the balance then remaining of the term of the Lease, subject to all terms of the Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such mortgage Mortgagee or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustpurchaser; provided, however, that the effectiveness of any such beneficiary maysubordination is subject to the condition that Landlord shall obtain from any Mortgagee a non-disturbance agreement in form reasonably acceptable to Tenant, that provides so long as Tenant pays all rent when due and materially observes all other covenants and obligations on its part to be observed under this Lease, the terms and conditions of this Lease shall continue in full force and effect and Tenant’s rights under this Lease and its possession, use and occupancy of the Demised Premises shall not be disturbed during the term of this Lease by written notice to Tenant given at the Mortgagee or by any timepurchaser upon foreclosure of any mortgage, subordinate the lien of its deed of trust or other property right. Notwithstanding anything to this the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to the Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to the Lease to the extent set forth therein, and thereupon the Lease shall be deemed prior to such Mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document such Mortgagee shall have the same rights with respect to the Lease as though the Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though the Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant shall agree upon written request, and from time to time, will execute and deliver without charge and on a commercially reasonable form satisfactory to Tenant, Landlord, to the Mortgagee or the purchaser all instruments and/or documents that any purchaser at may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within five (5) business days following a foreclosure sale or lender taking title under a deed in lieu request therefor from Landlord, provided such document contains non-disturbance language as set forth above. In the event Tenant fails to execute and deliver the instruments and documents as provided for herein within the time period set forth, Landlord may treat such failure as an Event of foreclosure shall not be responsible for Default. 31.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a prior landlordperiod of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each such mortgage and ground lease if the name and address shall previously have been furnished to Tenant in writing, and (ii) until thirty (30) days shall have elapsed following the giving of such notice. 31.3. If, in connection with obtaining, continuing or renewing financing for which the Demised Premises or the Center or any interest therein represents collateral in whole or in part, a banking, insurance or other lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold, delay, condition or defer its consent thereto, provided that such modifications do not increase the monetary obligations of Tenant hereunder or adversely affect Tenant’s rights hereunder or leasehold interest hereby created. 31.4. Tenant may finance any furniture, fixtures or equipment which is or is intended to be located at the Demised Premises, provided that all lenders connected with such financing shall enter into a waiver and subrogation agreement with Landlord, in form reasonably satisfactory to Landlord, subject to the following conditions: (i) any such agreement shall provide that Landlord agrees to give notice to such lender of the occurrence of any Event of Default by Tenant resulting in termination of the Lease and agrees to permit such lender to remove the property it has financed from the Demised Premises within thirty (30) days of its receipt of such notice, provided such lender shall be subject to any offsets or defenses the repair and restoration obligations set forth in Section 9.2 and that Tenant may have against a prior landlord, and shall not be liable for Rent applicable to such thirty (30) day period, and if such lender elects not to remove such property within such thirty (30) day period, then Landlord may remove and store the return same at Tenant’s expense or otherwise dispose of any security deposit not actually recovered by such purchaser or bound by any rent paid same in advance of the calendar month a manner to be determined in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees sole discretion, and successors-in-interest (ii) Tenant shall, upon demand, reimburse Landlord for its expenses incurred in connection with the review and all beneficiaries under deeds execution of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch form up to Seven Hundred Fifty Dollars ($750.00).

Subordination. At Without the option 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 any beneficiary of its mortgagees/deed a Deed of trust beneficiariesTrust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be either superior or subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Project, ground leases or underlying leases, mortgages and deeds or Landlord's interest or estate in any of trustsaid items is specified as security. This subordination shall be self operative, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, provided that so long as Tenant is not in default under this Leasehereunder beyond the applicable Section 20 cure period, this Lease Tenant shall not be terminated or Tenant’s quiet have continued enjoyment of the Premises disturbed free from any disturbance or interruption by reason of any foreclosure of Lender's deed of trust or mortgage. In the event that 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 successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the event form requested by Landlord any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground lease or underlying lease, leases or the foreclosure lien of any such mortgage or deed Deed of trustTrust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn subject to the successornon-disturbance provisions contained herein. If Tenant fails to deliver such subordination document as required herein, then Tenant hereby irrevocably appoints Landlord as attorney-in-interest fact of Tenant to Landlord upon execute, deliver and record any such document in the same terms name and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeon behalf of Tenant. Tenant shall alsoTenant, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)from notice from Landlord, shall execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordinationLandlord, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of current monthly Rent, the dates to which Rent has been paid in advance, and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 amount of any security deposit and prepaid Rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not actually recovered been modified except as may be represented by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any Ground Lease and all other Property Documents. Further, pursuant to, and subject to, the option Subordination, Nondisturbance and Attornment Agreement, dated as of Landlord or any of its mortgagees/deed of trust beneficiariesthe date hereof, by and between the Initial Landlord’s Lender and Tenant, (i) this Lease and all rights of Tenant hereunder are and shall be either superior or subject and subordinate to all ground or underlying leases, mortgages any Lien created in favor of the Initial Landlord’s Lender in connection with the Initial Landlord’s Debt and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that (ii) so long as Tenant is not in default under this Leaseno Event of Default exists, this Lease Tenant’s possession of the Leased Property and its rights hereunder shall not be terminated diminished, disturbed or interfered with by Initial Landlord’s Lender, and Tenant’s quiet enjoyment occupancy of the Premises 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 shall be senior to any future Lien created in the event of termination favor of any Landlord’s Lender other than the Initial Landlord’s Lender; provided that Tenant agrees to enter into a “subordination, nondisturbance and attornment agreement” agreement with such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon Landlord’s Lender substantially on the same terms and conditions as are contained in this Lease, the form attached hereto as Exhibit C or such other terms and shall promptly execute any instrument reasonably required by conditions upon which Tenant and such Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as Lender may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionagree.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this SectionSection 13.1. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following written request of Landlord (or the beneficiary under any deed of trust encumbering the BuildingPremises), execute and deliver all reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any commercially reasonable subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiaryagreement) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Notwithstanding this Section 13.1, Tenant shall agree only be obligated to subordinate its leasehold interest to any mortgage, deed of trust, or underlying lease now or hereafter placed upon the Premises if the instrument evidencing such subordination does not require Tenant to increase its leasehold obligations and if the holder of such mortgage or deed of trust or the landlord under such underlying lease will grant to Tenant a commercially reasonable non-disturbance agreement, which will provide that Tenant, notwithstanding any purchaser at a foreclosure sale or lender taking title under a deed default of Landlord hereunder, shall have the right to remain in lieu possession of foreclosure the Premises in accordance with the terms and provisions of this Lease for so long as Tenant 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsdefault under this Lease. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building Premises are intended third party beneficiaries of this SectionSection 13.1.

Subordination. At Without the option 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 its mortgagees/a mortgage or a beneficiary of a deed of trust beneficiariesnow or hereafter encumbering all or any portion of the Building or Site, or any lessor of any ground or master lease now or hereafter affecting all or any portion of the Building or Site, this Lease shall be either superior or subject and subordinate at all times to all such ground or underlying leasesmaster leases (and such extensions and modifications thereof), and to the lien of such mortgages and deeds of trust, if any, which may hereafter affect the Building, trust (as well as to any advances made thereunder and to all renewals, modificationsreplacements, consolidations, replacements modifications and extensions thereof; provided). As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or master leases or the lien of any future mortgages or deeds of trust, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in recordable form in favor of Tenant in a mutually acceptable form executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant's quiet possession of the Premises shall not be disturbed on account of such subordination to such future lease or lien so long as Tenant is not in default beyond any applicable cure period under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or master leases or the lien of any or all mortgages or deeds of trust to this Lease. In the event that any ground or master 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, at the election of Landlord's successor in interest, Tenant shall attorn to and become the tenant of such successor. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease shall not be terminated or Tenant’s quiet enjoyment and the obligations of the Premises disturbed Tenant hereunder in the event of termination any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to Landlord within fifteen (15) business days after receipt of written demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground or underlying lease, master lease or the foreclosure lien of any such mortgage or deed of trust, . Should Tenant fail to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosuresign and return any such documents within said 15 business day period, Tenant shall become a tenant of and attorn to be in default hereunder without the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien benefit of any mortgage additional notice or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed cure periods specified 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSubparagraph 25.1 above.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default occurs under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any commercially reasonable instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer foreclosure occurred. Landlord hereby represents to Tenant that, as of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds date of this Lease, no ground or underlying lease, mortgage or deed of trust encumbering referred to in this Section 13.1 encumbers the Building are intended third party beneficiaries of this SectionPremises and/or the Building.

Subordination. At the option of Landlord or Landlord's option, this Lease is and shall be subordinate to any of its mortgagees/ground lease, mortgage, deed of trust beneficiaries, this Lease shall be either superior and/or any other hypothecation or subordinate to all ground security document and advances and obligations thereunder now or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the BuildingPremises or the Project, and to all any renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedthereof (collectively "Mortgage"), that provided Tenant's right to quiet possession under this Lease shall not be disturbed so long as Tenant is not in default default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. Such subordination shall be effective upon notice from Landlord to Tenant without any further act of Tenant. Upon the request of Landlord, Tenant shall, from time to time, execute and deliver any documents or instruments that may be required by Landlord or the mortgagee, beneficiary, ground Landlord or lender (collectively "Landlord's Lender") under any such Mortgage, to effectuate any subordination, provided that Landlord's Lender agrees not to disturb Tenant's right to quiet possession under this Lease so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, to execute and deliver any such documents or instruments. If Landlord's Lender elects to have this Lease prior to the lien of its Mortgage, and gives written notice to Tenant of such election, this Lease shall not be terminated or Tenant’s quiet enjoyment deemed prior to such Mortgage regardless of the Premises disturbed in the event respective dates of termination execution, delivery and recordation of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionMortgage.

Subordination. At the option of Landlord This Lease is subject and subordinate to any and all mortgages or any of its mortgagees/deed deeds of trust beneficiariesnow or hereafter placed on the property of which the Premises are a part, and this clause shall be self-operative without any further instrument necessary to effect such subordination; however, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate(s) as Landlord may reasonably request evidencing subordination of this Lease shall be either superior to or subordinate to all ground the assignment of this Lease as additional security for such mortgages or underlying leases, mortgages and deeds of trust. Notwithstanding anything to the contrary in this Lease, if anyin no event shall Tenant be subordinate or subject to the lien of any mortgage, which may hereafter affect the Buildingnor shall Tenant be obligated to attorn to any holder thereof, unless and until such holder shall have agreed in writing, and shall be bound thereby, to honor all renewalsof Tenant’s rights under this Lease, modificationsincluding Tenant’s rights of quiet and exclusive use and enjoyment of the Premises, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default hereunder. Landlord will cause to be furnished to Tenant, on the Lease Date, a subordination, nondisturbance and attornment agreement from any lender holding a mortgage, deed of trust or deed to secure debt on the Premises as of the Lease Date, in form reasonably acceptable to Tenant, which shall be filed of record in the local land records of Forsyth County, Georgia. Tenant shall continue its obligations under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of full force and effect notwithstanding any such ground default proceedings under a mortgage or underlying leasedeed of trust and shall attorn to the mortgagee, trustee or the foreclosure beneficiary of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination and their successors or foreclosureassigns, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord transferee under any foreclosure or default proceedings. Tenant will, upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required request by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground other person designated by Landlord, any instrument or underlying lease or instruments required to give effect to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this Sectionparagraph.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s 's mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, mortgage, or other security instrument (each, as renewed, modified, and/or extended from time to which 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 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”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease has been subordinated pursuant superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section. In the event Section shall be self-operative and no further instrument of a termination or foreclosuresubordination shall be required; however, in confirmation of such subordination, Tenant shall become a tenant of execute and attorn to the successor-in-interest return to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required (or such other party designated by Landlord’s successor for that purpose. Tenant shall also, ) within ten (10) days following after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground such Landlord’s Mortgagee’s Mortgage or underlying lease 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 to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust Primary Lease to this Lease. Concurrently with the execution of this Lease, and in the future with respect to any future Landlord’s Mortgagee, at the Tenant’s request, Landlord shall work in good faith with Tenant and its lender to negotiate mutually acceptable terms and conditions of a commercially reasonable Subordination, Attornment and Non-Disturbance Agreement (“SNDA”) from Landlord’s Mortgagee, in a form reasonably acceptable to Landlord, Tenant, and Landlord’s Mortgagee. Tenant shall agree 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 fee charged by Lender for delivery 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSNDA (currently $2,500.00).

Subordination. At (A) Notwithstanding anything herein to the option of Landlord or contrary, no Incentive Management Fee with respect to any of its mortgagees/deed of trust beneficiaries, this Lease Fiscal Year shall be either superior paid by the Partnership or accepted by Manager until (i) all of the interest and principal due and payable during such month or Fiscal Year, as the case may be, with respect to the First Mortgage Loan and the Subordinated Mortgage Loan (as those terms are defined in the Venture Agreement) (the "Loans") shall have been paid or provided for by the Partnership, and (ii) all interest and principal on any Additional Loan or Deficiency Loan and payments of any Preferred Return and Deferred Preferred Return, as those terms are defined in the Venture Agreement, due for such Fiscal Year and any prior Fiscal Year shall have been paid or provided for by the Partnership (all of the foregoing being herein referred to as "Senior Obligations"). All payments of the Incentive Management Fee with respect to any Fiscal Year shall be subordinate to all ground or underlying leases, mortgages the Senior Obligations in accordance with this Section 5.4 and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not any payments received by Manager in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment violation of the Premises disturbed foregoing shall be held in trust by Manager for the benefit of the holders of the Senior Obligations and shall be paid over or delivered to the holders of the Senior Obligations in accordance with their respective payment priorities. In addition, in the event of termination (a) a default under the Loans causing acceleration of any such ground the Loans or underlying lease(b) a sale by the Partnership of all or substantially all of the Resort or (c) the condemnation or insured casualty loss of all or substantially all of the Resort or (d) the liquidation, dissolution or winding up of the foreclosure of any such mortgage or deed of trustPartnership, no Incentive Management Fee shall be paid to which this Lease has Manager until all Senior Obligations have been subordinated pursuant to this Section. paid in full. (B) In the event that notwithstanding the provisions of this Section 5 subordinating the payment of the Incentive Management Fee to the Senior Obligations in the circumstances set forth herein, Manager shall receive any payment in respect of the Incentive Management Fee at a termination time when such payment is prohibited by this Section 5 because the subordination provisions of Section 5.4.1 are deemed invalid or foreclosureunenforceable by a court of competent jurisdiction, Tenant then and in such event such payment shall be received and held in trust by Manager for the benefit of the holders of the Senior Obligations and shall be paid over or delivered to the holders of the Senior Obligations in accordance with their respective payment priorities. In such event, Manager shall become a tenant of and attorn subrogated to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or such holders to the lien extent it has turned over payments so received. (C) Any Incentive Management Fee due Manager but which is not paid by the Partnership by reason of the foregoing subordination shall be accrued and carried over, with simple interest at the rate of 10% per annum, until the Partnership shall have paid or provided for payment of the Senior Obligations to the extent provided in this Section 5.4.1 and shall thereafter be paid to Manager. If requested, Manager shall enter into an appropriate subordination agreement evidencing the foregoing if requested by the lenders of the First Mortgage Loan and/or Subordinated Mortgage Loan. Except for the Loans, the Deficiency Loans, the Additional Loans, the Preferred Return and Deferred Preferred Return, the Partnership shall not, without the prior written consent of Manager, enter into any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice agreement which requires the Partnership to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale Basic Management Fee 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionIncentive Management Fee.

Subordination. At the option of Landlord or This Lease shall be subject and subordinate to any of its mortgagees/mortgage, deed of trust beneficiariesor ground lease now or hereafter placed upon the Premises, the Complex, the Property or any portion thereof by Lessor or its successors or assigns, and to amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand to execute and deliver any instruments, releases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and other charges to be paid by Lessee under this Lease and the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be interfered with. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XVI, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be either deemed prior and superior in lien to such mortgage, deed of trust or subordinate ground lease, whether this Lease is dated prior to all or subsequent to the date of such mortgage, deed of trust or ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildinglease, and to all renewalsLessee shall execute such attornment agreement as may be reasonably requested by said holder. Lessee agrees, modificationsprovided the mortgagee, consolidationsground lessor or trust deed holder under any mortgage, replacements and extensions thereof; providedground lease, deed of trust or other security instrument shall have notified Lessee in writing (by the way of a notice of assignment of lease or otherwise) of its address, that so long as Tenant is not in default under this LeaseLessee shall give such mortgagee, this Lease shall not be terminated ground lessor, trust deed holder or Tenant’s quiet enjoyment other secured party ("Mortgagee"), simultaneously with delivery of the Premises disturbed in the event of termination notice to Lessor, by registered or certified mail, a copy of any such ground or underlying lease, or notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the foreclosure of right to cure any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon alleged default during the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for period that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time Lessor has to time by Landlord or cure such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondefault.

Subordination. At the option of Landlord or This Lease shall be subject and subordinate to any of its mortgagees/mortgage, deed of trust beneficiariesor ground lease now or hereafter placed upon the Premises, the Office Complex, the Property or any portion thereof by Lessor or its successors or assigns, and to amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute and deliver any instruments, releases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease, as above provided, to the lien of any such mortgage, deed of trust or ground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the payment of Base Rent, Additional Rent, and other charges to be paid by Lessee under this Lease and in the performance of all covenants, agreements and conditions to be performed by Lessee under this Lease, then neither Lessee's right to quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the terms of this Lease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be disturbed. The above subordination shall be effective without the necessity of the execution and delivery of any further instruments on the part of Lessee to effectuate such subordination. Notwithstanding anything hereinabove contained in this Article XV, in the event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such holder or landlord notifying Lessee to that effect in writing, this Lease shall be either deemed prior and superior in lien to such mortgage, deed of trust or subordinate ground lease, whether this Lease is dated prior to all or subsequent to the date of such mortgage, deed of trust or ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildinglease, and to all renewalsLessee shall execute such attornment agreement as may be reasonably requested by said holder or Lessor. Lessee agrees, modificationsprovided the mortgagee, consolidationsground lessor or trust deed holder under any mortgage, replacements and extensions thereof; providedground lease, deed of trust or other security instrument shall have notified Lessee in writing (by the way of a notice of assignment of lease or otherwise) of its address, that so long as Tenant is not in Lessee shall give such mortgagee, ground lessor, trust deed holder or other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or certified mail, a copy of any such notice of default under served upon Lessor. Lessee further agrees that said Mortgagee shall have the right to cure any alleged default during the same period that Lessor has to cure such default. On or before the commencement of the term of this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of Lessor agrees to provide an express "non-disturbance" agreement from the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien holder of any mortgage or deed of trust; provided, however, that any trust in place as of such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At Without the option necessity of Landlord or any additional document being executed by Tenant for the purpose of its mortgagees/deed of trust beneficiarieseffecting a subordination, this Lease shall be either superior or and 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 Premises and/or the land upon which the Premises are situated, or both; and (b) any mortgage or deed of trust which may now exist or be placed upon the Premises or the land upon which the Premises are situated, or said ground leases or underlying leases, mortgages or Landlord’s interest or estate in any of said items which is specified as security. 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 deeds become the Tenant of trust, if any, which may hereafter affect the Building, and successor in interest to all renewals, modifications, consolidations, replacements and extensions thereof; provided, Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant’s attornment or the subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground leases or underlying lease, leases or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In in the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust, subject to such beneficiary (including without limitation any nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement in for the form customarily required by such beneficiary) to subordinate this Lease and the rights benefit of Tenant under this Lease to reflecting the foregoing from any ground landlord, mortgagee or underlying lease beneficiary, at Tenant’s expense, subject to such other terms and conditions as the ground landlord, mortgagee or beneficiary may require. With respect to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries Premises, or any part of the Premises, as of the Commencement Date, Landlord shall use its reasonable best efforts to cause the holder of such encumbrance to agree (in a form required by the holder of such encumbrance) that so long as Tenant is not in default of its obligations under this SectionLease, this Lease will not be terminated and Tenant’s possession of the Premises will not be disturbed by the termination or foreclosure, or proceedings for enforcement, of such encumbrance.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee accepts this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such recorded mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination trust lien presently existing or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord hereafter created upon the same terms and conditions as Building or project of which the Leased Premises are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten a part (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mortgagee may, by written notice to Tenant given at any time, subordinate the lien of its such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Tenant shall agree Lessee agrees that this clause is self-operative and no further instrument of subordination is required to effect such subordination. Lessor is hereby irrevocably vested with full power and authority to subordinate Lessee's interest under this Lease to any purchaser at a foreclosure sale first mortgage or lender taking title deed of trust lien hereafter placed on the Leased Premises, and Lessee agrees upon demand to execute additional reasonable instruments subordinating this Lease as Lessor may require. If the interests of Lessor under a deed in lieu this Lease are transferred by reason of foreclosure shall or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the "Purchaser") at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any such mortgage if it be the Purchaser, as its Lessor. Lessee will not be responsible for any act or omission of a prior landlord, shall not be subject entitled to any credits as against Purchaser any prepaid rents or offsets against or defenses Tenant may have against a prior landlordcredits due from Lessor, and shall not be liable for except as provided under the return terms of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; non-disturbance agreement provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries pursuant to Section 13.14 of this SectionLease.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. It is understood that Tenant may condition its execution of any subordination agreement upon its receipt of a commercially reasonable non-disturbance covenant. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiarycommercially reasonable form) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s 's mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. (a) At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Office Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, provided that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure of any such mortgage or deed of trust, trust to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, Lease and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust or, howeverif requested by Landlord, that to subordinate in whole or in part any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. (b) Failure of Tenant to execute any statements or instruments necessary or desirable to effectuate the provisions of this Article within ten (10) days after written request by Landlord, in any form that Landlord may reasonably require (including one substantially in the form of Exhibit E hereto), shall constitute a material default under this Lease. In that event, Landlord, in addition to any other rights or remedies it might have, shall have the right by written notice to Tenant shall agree that any purchaser at to terminate this Lease as of a foreclosure sale or lender taking title under a deed in lieu date not less than twenty (20) days after the date of foreclosure Landlord's notice. Landlord's election to terminate shall not be responsible for any act or omission relieve Tenant 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionits default.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or 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 or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary 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 and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in lieu thereof shall not be terminated (a) liable for any act 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; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then 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, or refunded to, Tenant’s quiet enjoyment . Landlord shall be liable to Tenant for all or any portion of the Premises disturbed Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in the event form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, to which this Lease has been subordinated pursuant to this Sectionat Landlord's option, constitute a material default hereunder. In the event of a termination or foreclosure, It is further agreed that Tenant shall become a tenant of and attorn be liable to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this LeaseLandlord, and shall promptly execute indemnify Landlord from and against any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoloss, within ten (10) days following written request of Landlord (cost, damage or the beneficiary under expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights failure of Tenant under this Lease to any ground execute or underlying lease or deliver to the lien of any mortgage or deed of trust; provided, however, that Landlord any such beneficiary mayadditional documents, by written notice to Tenant given at together with any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionEnforcement Expenses.

Subordination. At the option (a) This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Tenant hereunder are and shall be either superior or subject and subordinate to the lien of any and all ground or underlying leases, mortgages and deeds of trust, if any, entered into by Landlord which may now or hereafter affect encumber the BuildingLeased Premises, and to all renewals, modifications, amendments, consolidations, replacements and extensions thereof and to any and all ground lease(s) or master lease(s) of the Condominium or any lien resulting from any method of financing or refinancing, now or hereafter in force against the Condominium or Leased Premises and to all advances made or hereafter to be made upon the security thereof; provided, however, that with respect to any mortgage entered into Landlord after the date of this Lease, the subordination provided in this Section 15.5 shall be conditioned upon the mortgagee agreeing to not to disturb the Tenant's occupancy of the Leased Premises and to allow Tenant quiet enjoyment thereof for so long as Tenant is not in default complies with each and every covenant and obligation to be observed by Tenant under this Lease. This subordination shall be self-operative and no further instrument of subordination shall be required for its operation. Tenant agrees, however, upon demand, to execute promptly such instruments, without expense to Landlord, as Landlord or a mortgagee may reasonably request to further evidence the subordination of this Lease shall not be terminated to any existing or Tenant’s quiet enjoyment of future mortgage or other security agreement, ground lease or master lease. (b) In the Premises disturbed event any proceedings are brought for the foreclosure of, or in the event of termination exercise of the power of sale under any such ground or underlying leasemortgage made by Landlord covering the Leased Premises, or in the event a deed is given in lieu of foreclosure of any such mortgage mortgage, or deed upon the assignment of trust, to which this Lease has been subordinated by Landlord, Tenant shall attorn to the purchaser or grantee in lieu of foreclosure, upon any such foreclosure or sale, and recognized such purchaser or grantee in lieu of foreclosure, as Landlord under this Lease. Such Landlord, mortgagee or purchaser at said foreclosure sale, shall not be: (i) Liable for any act or omission of any prior Landlord; (ii) Subject to any offsets or defenses which Tenant may have against any prior Landlord; or (iii) Bound by any Base Rent or Additional Rent which Tenant may have paid to any prior Landlord for more than the current month. (c) Tenant shall execute promptly any such instruments or certificates required to carry out the intent of this Section as shall be requested by Landlord. Tenant hereby irrevocably appoints Landlord as attorney in fact for Tenant with full power and authority to execute and deliver in the name of Tenant, any such instruments or certificates required pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, If within ten (10) days following after the date of a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or Please Initial: -------------- Landlord: [SIGNATURE ILLEGIBLE] --------------------- Tenant: [SIGNATURE ILLEGIBLE] --------------------- to execute such beneficiary (including without limitation any subordinationinstrument, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate Tenant shall not have executed same, Landlord may, at its option, cancel this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from without incurring any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionon account therefor.

Subordination. At Each Guarantor hereby agrees that any Indebtedness of the option of Landlord Borrower now or hereafter owing to any of its mortgagees/deed of trust beneficiariesGuarantor, this Lease shall be either superior whether heretofore, now or subordinate hereafter created (the "Guarantor Subordinated Debt"), is hereby subordinated to all ground or underlying leasesof the Obligations and that, mortgages except as permitted under Section 8.6 (Prepayment and deeds Cancellation of trustIndebtedness) of the Credit Agreement, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is terminated and of no further force or Tenant’s quiet enjoyment effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the Premises disturbed foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay to the Administrative Agent any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Administrative Agent shall be applied to payment of the Obligations as provided in Section 2.14(g) (Payments and Computations) of the event of termination Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such ground Guarantor as trustee for the Guarantied Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor's liability hereof. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or underlying lease, or other proceeding in which the foreclosure filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such mortgage or deed of trust, Guarantor's rights thereunder. If for any reason a Guarantor fails to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn file such claim at least ten Business Days prior to the successorlast date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-interest fact and is hereby authorized to Landlord upon act as attorney-in-fact in such Guarantor's name to file such claim or, in the same terms Administrative Agent's discretion, to assign such claim to and conditions as are contained cause proof of claim to be filed in this Leasethe name of the Administrative Agent or its nominee. In all such cases, and whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall promptly execute any instrument reasonably required by Landlord’s successor pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose. Tenant shall also, within ten (10) days following written request each Guarantor hereby assigns to the Administrative Agent all of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the Guarantor's rights of Tenant under this Lease to any ground payments or underlying lease or distributions to which such Guarantor otherwise would be entitled. If the amount so paid is greater than such Guarantor's liability hereunder, the Administrative Agent shall pay the excess amount to the lien of any mortgage or deed of trust; providedparty entitled thereto. In addition, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate each Guarantor hereby irrevocably appoints the lien of Administrative Agent as its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorsattorney-in-interest and fact to exercise all beneficiaries under deeds of trust encumbering such Guarantor's voting rights in connection with any bankruptcy proceeding or any plan for the Building are intended third party beneficiaries reorganization of this Sectionthe Borrower.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the BuildingBuilding and to any and all advances made on the security thereof or Landlord's interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in . In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure; in the event any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly attorn to the ground lessor. Tenant agrees to execute any instrument reasonably documents required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or effectuate such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or prior to the lien of any mortgage or deed of trust; providedtrust or ground lease, however, that or to evidence such attornment. (b) In the event any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, or in the event any ground lease to which this Lease is subordinate is terminated, this Lease shall not be responsible for any act barred, terminated, cut off or omission foreclosed nor shall the rights and possession of a prior landlord, Tenant hereunder be disturbed if Tenant shall not then be subject to any offsets in default in the payment of rental and other sums due hereunder or defenses Tenant may have against a prior landlordotherwise be in default under the terms of this Lease, and if Tenant shall not be liable attorn to the purchaser, grantee, or ground lessor as provided in subparagraph (a) above or, if requested, enter into a new lease for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance balance of the calendar month term hereof upon the same terms and provisions as are contained in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsthis Lease. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries Tenant's covenant under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.subparagraph (a) above to subordinate this

Subordination. At the option of Landlord or 22.1 Tenant accepts this lease subject and subordinate to any of its mortgagees/mortgage, deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground other lien presently existing or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the BuildingDemised Premises or the Building as a whole, and to all renewals, modifications, consolidations, replacements any renewals and extensions thereof; provided, . Tenant agrees that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying leasemortgagee shall have the right at any time to subordinate such mortgage, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)or other lien to this lease provided, execute and deliver all instruments as however, notwithstanding that this lease may be required (or made to be) superior to mortgage, deed of trust or other lien, the provisions of mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from time to time by Landlord or such beneficiary an eminent domain taking (including without limitation any subordination, nondisturbance a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage to or usage thereof. Landlord is hereby irrevocably vested with full power and attornment agreement in the form customarily required by such beneficiary) authority to subordinate this Lease and the rights of Tenant under this Lease lease to any ground or underlying lease or to the lien of any mortgage or mortgage, deed of trusttrust or other lien hereafter placed upon the Demised Premises or the Building as a whole, and Tenant agrees upon demand to execute such further instruments subordinating this lease as Landlord may request; provided, however, that upon Tenant's written request and notice to Landlord, Landlord shall use good faith efforts to obtain from any such beneficiary maymortgagee a written agreement that the rights of Tenant shall remain in full force and effect during the term of this lease so long as Tenant shall continue to recognize and perform all of the covenants and conditions of this lease. 22.2 At any time when the holder of an outstanding mortgage, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to or other lien covering Landlord's interest in the Demised Premises has given Tenant written notice of its interest in this Lease. Tenant shall agree 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 landlordlease, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, not exercise any remedies for default by Landlord hereunder unless and shall not be liable for until the return holder of any security deposit not actually recovered the indebtedness secured by such purchaser mortgage, deed of rust or bound by any rent paid in advance other lien shall have received written notice of the calendar month in which the transfer of title occurred; provided that the foregoing such default and a reasonable time for curing such default shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionthereafter have elapsed.

Subordination. At the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord's that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s 's possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver within ten (10) business days of written request therefor any documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in 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 any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer of title foreclosure occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. (a) At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect effect the Office Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a Tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all instruments that may be required from time to time to subordinate this Lease pursuant to this Section. In the event of a termination or foreclosure Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s landlords successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. (b) Failure of Tenant to execute any statements or instruments necessary or desirable to effectuate the provisions of this Article, within ten (10) days after written request by Landlord, shall constitute a default upon this Lease. Tenant In that event, Landlord, In addition to any other rights or remedies it might have, shall agree that any purchaser at have the right, by written notice to Tenant, to terminate this Lease as of a foreclosure sale or lender taking title under a deed in lieu date not less than twenty (20) days after the date of foreclosure Landlord's notice Landlord's election to terminate shall not be responsible for any act or omission relieve Tenant 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionits default.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all present and future ground or underlying leasesleases of the Project and to the lien of any mortgages or trust deeds, mortgages and deeds of trustnow or hereafter in force against the Project, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that so long as Tenant is not in default under this Lease, this Lease be superior thereto. Notwithstanding any contrary provision of this Article 18, a condition precedent to the subordination of this Lease to any future mortgage, deed of trust, ground or underlying lease is that Landlord shall not be terminated obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the mortgagee, beneficiary or Tenant’s quiet enjoyment of the Premises disturbed lessor under such future instrument. Tenant covenants and agrees in the event of termination any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in lessor under this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoshall, within ten (10) days following written of request by Landlord, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord (or the beneficiary under any deed of trust encumbering the Building), to execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by name of Tenant any such beneficiary) instrument or instruments if Tenant fails to subordinate do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the rights obligations of the Tenant under this Lease to any ground or underlying lease or to hereunder in the lien event of any mortgage foreclosure proceeding or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsale.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or 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 or the Land or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary 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 and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in lieu thereof shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10a) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible liable for any act or omission of a any prior landlord, shall not be lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant may might have against any prior lessor; (c) bound by prepayment of more than one (1) month's 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, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a prior landlorddemand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.additional

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the BuildingBuilding and to any and all advances made on the security thereof or Landlord's interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in . In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure; in the event any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeattorn to the ground lessor. Tenant shall also, agrees to execute within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be documents required from time to time by Landlord or effectuate such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate make this Lease and the rights of Tenant under this Lease to any ground or underlying lease or prior to the lien of any mortgage or deed of trust; provided, however, that trust or ground lease as may be requested by the holder of any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its mortgage or deed of trust or by the ground lease under any such ground lease, or to evidence such attornment. (b) In the event any mortgage or deed of trust which is entered into by Landlord after the date hereof to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, or in the event any ground lease to which this Lease is subordinate is terminated, this Lease shall not be responsible for any act barred, terminated, cut off or omission foreclosed, nor shall the rights and possession of a prior landlord, Tenant hereunder be disturbed if Tenant shall not then be subject to any offsets in default in the payment of rental and other sums due hereunder or defenses Tenant may have against a prior landlordotherwise be in default under the terms of this Lease, and if Tenant shall not be liable attorn to the purchaser, grantee, or ground lessor as provided in subparagraph (a) above or, if requested, enter into a new lease for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance balance of the calendar month term hereof upon the same terms and provisions as are contained in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLease. (c) See Lease Addendum

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior subordinated to any and ------------- all Ground Leases now or subordinate hereafter in force with respect to the Project at the election of the ground lessor under any such Ground Lease. This Lease shall be subject to all ground or underlying leases, mortgages of the terms and deeds conditions of trust, if anysuch Ground Leases, which may hereafter affect the Buildingare hereby incorporated in this Lease by this reference, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination any conflict between the terms hereof and the terms of any such Ground Leases, the terms of such Ground Leases shall control. This Lease shall be subordinated to the lien of any and all mortgages now or hereafter in force against (a) the Project and (b) any and all Ground Leases with respect to the Project, at the election of the mortgagee under any such mortgage. Landlord hereby represents that as of the date hereof there are no Ground Leases with respect to the Project. The respective rights to so subordinate this Lease at the election of any such ground lessor or underlying leasemortgagee shall continue during any amendment, renewal, modification, consolidation, replacement or extension of each such Ground Lease or mortgage, and shall apply to any and all advances made or hereafter made on the foreclosure security of each such mortgage. Subordination shall be effective at election of any such mortgage ground lessor or deed mortgagee. Election shall not be dependent on receipt of trustnotice by Tenant of the election to subordinate. Without limiting the foregoing, notice of the election to which this Lease has been subordinated subordinate may be given as provided for notices pursuant to this SectionLease. In Any subordination at the event election of a termination any such ground lessor or foreclosuremortgagee shall be self-operating. Nevertheless, Tenant shall become a tenant or its successors in interest upon request of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, and deliver (within ten (10) days following written after a request of Landlord (or the beneficiary under therefor) at any deed of trust encumbering the Building), execute time and deliver all instruments as may be required from time to time by Landlord upon the request of Landlord, such instruments as are reasonably necessary or appropriate in Landlord's judgment to evidence such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At To the option fullest extent permitted by law, this Lease, the rights of Landlord Tenant under this Lease and Tenant’s leasehold interest shall be subject and subordinate 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 its mortgagees/the Project, and (ii) the lien of any mortgage or deed of trust beneficiarieswhich may now or hereafter exist for which the Building, this Lease shall be either superior or subordinate to all the Lot, ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord’s interest or estate therein is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary (any such ground lessor, mortgagee or beneficiary referred to herein as a “Holder”) 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, if anyTenant shall attorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, provided such successor in interest agrees that so long as Tenant is it will not in default under this Lease, this Lease shall not be terminated or disturb Tenant’s use, occupancy or quiet enjoyment of the Premises disturbed if Tenant is not in material default beyond any applicable cure period under this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act 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; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the event form reasonably requested by Landlord and/or a Holder, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to which give Tenant any right or election to terminate or otherwise adversely affect this Lease has been subordinated pursuant to this Section. In and the obligations of the Tenant hereunder in the event of a termination any foreclosure proceeding or foreclosure, sale. Tenant shall become a tenant hereby acknowledges that as of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in date of execution of this Lease, and shall promptly execute any instrument reasonably required by there is a deed of trust encumbering Landlord’s successor for that purposeinterest in the Park in favor of Redwood Capital Finance Company, LLC, a Delaware limited liability company (the “Current Lender”). Tenant shall also, within ten (10) days following a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time made by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate execute, notarize and deliver to Landlord a subordination, non-disturbance and attornment agreement (i) in the lien of its deed of trust form attached to this LeaseLease as Exhibit H and incorporated herein by this reference (the “SNDA”) or (ii) in such other form as may then be reasonably required by the Current Lender or other current or future Holder. Landlord shall endeavor to cause the Current Lender and any other current or future Holder to execute, notarize and deliver to Tenant shall agree that any purchaser at a foreclosure sale the SNDA or lender taking title under a deed in lieu such other form of foreclosure subordination, non-disturbance and attornment agreement, as applicable, but Landlord 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, in default under this Lease and shall not be liable for have no liability to Tenant whatsoever if Landlord is unable to obtain and deliver to Tenant the return SNDA or such other form of any security deposit not actually recovered subordination, non-disturbance and attornment agreement executed by such purchaser the Current Lender or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionother current or future Holder, as applicable.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds any deed of trust, if anymortgage, which may hereafter affect the Buildingor other security instrument (each a “Mortgage”), and to all renewalsor any ground lease, modificationsmaster lease, consolidationsor primary lease (each, replacements and extensions thereof; provideda “Primary Lease”), that now or hereafter covers all or any pan 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”). 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 long 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 days after written request therefor such documentation, in recordable form if required, as Tenant is not in default under a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary (.ease (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. Notwithstanding the foregoing to the contrary. Landlord will, upon Xxxxxx’s written request, use commercially reasonable efforts to obtain from any such Landlord Mortgagee (whether such mortgagee is presently existing or in the future becomes a mortgagee with respect to the Project or any portion thereof), or any lessor under any Primary Lease, an SNDA (hereinafter defined) and this Lease shall not be terminated subject to are such Mortgage or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any Primary Lease until such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease time as an SNDA has been subordinated pursuant executed and delivered by the holder thereof to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTenant.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in monetary default beyond any applicable notice (actually provided and properly received by Tenant) and cure period under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section, and such mortgagee recognizes Tenant under this Lease pursuant to all of the terms and conditions hereof. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be reasonably required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree Provided further that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for instrument delivered pursuant to the preceding sentence (including any act or omission of a prior landlordsubordination, shall not be subject to any offsets or defenses Tenant may have against a prior landlordnon-disturbance, and shall not be liable for attornment agreement) will provide that the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance Tenant’s quiet enjoyment of the calendar month in which Premises under the transfer of title occurred; provided that the foregoing same terms and conditions under this Lease shall not release the applicable prior landlord from any liability for those obligationsbe preserved. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section. Notwithstanding the foregoing, Landlord shall obtain from its current lender (the “Current Mortgagee”), for the benefit of Tenant, a subordination and non-disturbance agreement form and shall use reasonable efforts to promptly obtain a non-disturbance, subordination and attornment agreement containing similar provisions for the benefit of Tenant from any future mortgagee. Landlord represents that, as of the effective date hereof, the Current Mortgagee is the sole holder of any lien that is superior to this Lease. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s form of non-disturbance, subordination and attornment agreement and return the same to Landlord for execution by the Mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.

Subordination. At (i) Any present and future first priority mortgage encumbering the option of Landlord or Premises; (ii) all past and future advances made under any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages such first priority mortgage; and deeds of trust, if any, which may hereafter affect the Building, and to (iii) all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying leasefirst priority mortgage are hereinafter referred to collectively as a “First Mortgage, or and the foreclosure holder of any such mortgage or deed as a “First Mortgagee”. The First Mortgage and any mortgages of trustlower priority covering the Premises are hereinafter sometimes referred to collectively as “Mortgages”, and the holders of such Mortgages, including without limitation, the First Mortgagee, are hereinafter sometimes referred to which this Lease has been subordinated pursuant to this Sectioncollectively as “Mortgagees”. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this This Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or hereunder, are and will be subject and subordinate to the lien interest of any mortgage or deed of trust; providedan First Mortgagee, howeverprovided that such First Mortgagee will have the right to elect, that any and from time to time change such beneficiary mayelection, by written notice given to Tenant given at Tenant, to make this Lease superior to such First Mortgage and/or to any timejunior Mortgage or Mortgages. A First Mortgagee, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender upon taking title under a to or possession of the Premises by foreclosure or deed in lieu of foreclosure shall (in its own name or through a wholly owned subsidiary), and any purchaser from such First Mortgagee or its wholly owned subsidiary at a foreclosures sale or after deed in lieu of foreclosure (in any such case, a “Successor Landlord”) will (i) not be responsible liable for any act or omission of a Landlord or its predecessors, prior landlord, shall to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant may might have been able to assert against a Landlord or its predecessors, prior landlord, and shall to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under this Lease unless the same has actually been deposited with such Successor Landlord; (iv), be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to teuninate this Lease as a result of such Landlord default; (v) not actually recovered by such purchaser or be bound by any rent Fixed Rent or Additional Rent which Tenant might have paid to Landlord more that thirty (30) days in advance advance: (vi) not be bound by any amendment, modification, cancellation or surrender of this Lease made without the calendar month in First Mortgagee’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that time such Successor Landlord succeeded to Landlord’s mortgagees interest, and successors(viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the Premises. The obligations of a Successor Landlord under this Lease will be non-in-recourse as to any assets of such Successor Landlord other than its interest and all beneficiaries under deeds of trust encumbering in the Building are intended third party beneficiaries Premises. The provisions of this SectionSection 14.1 will be effective and self-operative upon notice from a First Mortgagee to Tenant as aforesaid, provided that, upon demand, Tenant will execute, acknowledge and deliver to Landlord or First Mortgagee any instruments requested by such First Mortgagee, or by Landlord on behalf of any First Mortgagee, to evidence, confirm and implement the provisions of this Section 14.1.

Subordination. At Landlord represents that, as of the option of Landlord or any of its mortgagees/deed of trust beneficiariesdate hereof, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect there is no Mortgage on the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this This Lease and the rights of Tenant under this Lease to any ground or underlying lease or hereunder shall be subject and subordinate to the lien of any mortgage Mortgage, and to any and all advances made thereunder, interest thereon or deed costs incurred in connection therewith, provided that, as a condition to such subordination, the holder of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Mortgage and Tenant shall agree execute an agreement which shall provide (i) that any purchaser at a so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant’s rights under this Lease shall not be disturbed by reason of such subordination or by reason of foreclosure sale of such Mortgage, or lender taking title under a exercise of the statutory power of sale, or receipt of deed in lieu of foreclosure, and (ii) that Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. In the event of such attornment, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein, except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be responsible (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment or modification of this Lease made after the date Tenant first had notice of such Mortgage without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any act or omission omission, neglect or default on the part of a prior landlordLandlord under this Lease; (d) obligated to perform any work or improvements to be done by Landlord in the Leased Premises; or (e) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord. The foregoing, however, shall not relieve such mortgagee or purchaser of the obligation to remedy or cure any conditions at the Leased Premises or the Property the existence of which (i) constitutes a Landlord default under the Lease, (ii) continues at the time of such succession or acquisition, and (iii) Tenant has provided Landlord and such mortgagee of which Tenant has received notice with notice of prior to such succession or acquisition. Without the consent of Tenant, the holder of any such Mortgage shall have the right to elect to be subject and subordinate to any offsets or defenses Tenant this Lease, such subordination to be effective upon such terms and conditions as such holder may have against a prior landlord, and shall direct which are not be liable for inconsistent with the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionprovisions hereof.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this 11.01 This Lease is and shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, leases which may now or hereafter affect the Buildingreal property of which the demised premises form a part and to all mortgages which may now or hereafter affect such leases or such real property, and to all renewals, modifications, consolidations, replacements and extensions thereof. 11.02 In the event of a termination of any ground or underlying lease, or if the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor, then the Tenant under this Lease will, at the option to be exercised in writing by the lessor under such ground lease or such mortgagee or purchaser, assignee or lessee, as the case may be, either (i) attorn to it and will perform for its benefit all the terms, covenants and conditions of this Lease on the Tenant's part to be performed with the same force and effect as if said lessor, such mortgagee or purchaser, assignee or lessee, were the landlord originally named in this Lease, or (ii) enter into a new lease with said lessor or such mortgagee or purchaser, assignee or lessee, as landlord, for the remaining term of this Lease and otherwise on the same terms and conditions and with the same options, if any, then remaining. 11.03 Under no circumstances shall the aforedescribed lessor under the ground lease or mortgagee or purchaser, assignee or lessee, as the case may be, whether or not it shall have succeeded to the interests of the landlord under this Lease, be (a) obligated to do or complete any work in the demised premises; providedor (b) liable for any act, omission or default of any prior landlord; or (c) subject to any offsets, claims or defenses which the Tenant might have against any prior landlord; or (d) bound by any rent or additional rent which Tenant might have paid to any prior landlord for more than one month in advance or for more than three months in advance where such rent payments are payable at intervals of more than one month; or (e) bound by any modification, amendment or abridgment of the Lease, or any cancellation or surrender of the same, made without its prior written approval. 11.04 If, in connection with the financing of the Building, the holder of any mortgage shall request reasonable modifications in this Lease as a condition of approval thereof, Tenant will not unreasonably withhold, delay or defer making such modifications, provided that they do not increase the obligations of Tenant hereunder or materially and adversely affect the leasehold interest created by this Lease. 11.05 Landlord shall use best efforts to obtain from the ground lessor under any underlying lease and/or the holder of any superior mortgage, on behalf of Tenant, a non-disturbance agreement, in the form then customarily used by such ground lessor or mortgagee, providing in substance that so long as Tenant is not in default under this LeaseLease beyond any grace period, the grantor of such non-disturbance agreement will not terminate this Lease shall not be terminated or Tenant’s quiet enjoyment take any action to recover possession of the Premises disturbed in demised premises, notwithstanding any foreclosure of the event of mortgage or any default under, or termination of any of, such ground or underlying lease, or the foreclosure of any . Landlord shall diligently pursue such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustrequest; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 Landlord shall not be liable to Tenant, nor shall this Lease be impaired, if for any reason said ground lessor or mortgagee fails or refuses to enter into such agreement with Tenant. Any fees or costs imposed by the grantor of the non-disturbance agreement or its attorneys for the return granting of any security deposit not actually recovered such non-disturbance agreement, shall be paid by such purchaser or bound by any Tenant, on demand, as additional rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLease.

Subordination. At Without the option necessity of any additional document being ------------- by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (1) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary 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 and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in lieu thereof shall not be terminated (a) liable for any act 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; (c) bound by prepayment of more than one (1) month's 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, or refunded to, Tenant’s quiet enjoyment . Landlord shall be liable to Tenant for all or any portion of the Premises disturbed Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) days of a demand or request by Landlord and in the event form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such additional documents, together with any and all Enforcement Expenses. Landlord hereby represents that as of the date on which Landlord and Tenant execute this Lease has been subordinated pursuant to this Sectionthere are no deeds of trust, mortgages or ground leases encumbering, or in force against, any portion of the Premises, the Building or the Lot other than a Deed of Trust in favor of Mid-Peninsula Bank (the "Construction Lender") which is currently encumbering and in force against the Lot. In Within forty-five (45) days after the event of a termination or foreclosure, date on which Landlord and Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in execute this Lease, Landlord shall use commercially reasonable efforts to cause the Construction Lender to execute, acknowledge and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposerecord in the Official Records of San Mateo County, California a nondisturbance and attornment agreement substantially in the form of Exhibit E attached hereto (the "Original --------- SNDA"). Tenant shall alsohereby agrees to also execute, have acknowledged and deliver to Landlord the Original SNDA within ten (10) business days following written request after the date on which Landlord and Tenant execute this Lease, Landlord has advised Tenant that at sometime after the date on which this Lease is executed by the parties Landlord will obtain a permanent loan which will be secured by a lien of Landlord (or the beneficiary under any a deed of trust encumbering against the Building)Premises, execute the Building and/or the Lot. Landlord and deliver all instruments as may Tenant agree that if Landlord at any time during the term of the Lease causes the Premises, the Building and/or the Lot to be required from time encumbered by a mortgage, deed of trust or similar security instrument and the beneficiary thereof requires this Lease and Tenant's rights and interests in this Lease to time by be subordinated to such encumbrance or lien, Landlord or such beneficiary (including without limitation any will provide to Tenant a subordination, nondisturbance and attornment agreement in form reasonably acceptable to Landlord, the form customarily required by such beneficiary) to subordinate this Lease subject beneficiary and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTenant.

Subordination. At (a) This Lease is subject and subordinate to the option Head Lease and to the lien, provisions, operation and effect of Landlord the Deed of Trust and other Encumbrances now or hereafter encumbering the Property or any of its mortgagees/deed of trust beneficiariesinterest therein, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages funds and deeds of trust, if any, which may hereafter affect the Buildingindebtedness intended to be secured thereby, and to all renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. The holder of any Encumbrance to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Encumbrance) at any time to declare this Lease to be superior to the lien, replacements provisions, operation and extensions effect of such Encumbrance, and Lessee shall execute, acknowledge and deliver all documents required by such holder in confirmation thereof; provided. (b) Lessee shall, at Lessor's request, promptly execute any requisite or appropriate document confirming such subordination. Lessee waives the provisions of any Law now or hereinafter in effect which may give or purport to give Lessee any right to terminate or otherwise adversely affect this Lease and Lessee's obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Property or Lessor's interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. At the request of such transferee, Lessee shall attorn to such transferee and shall recognize such transferee as the Lessor under this Lease. Lessee agrees that so long as Tenant is upon any such attornment, such transferee shall not be (i) bound by any payment of Basic Rent or Additional Rent made more than one month in default advance, except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (ii) bound by any amendment of this Lease shall not be terminated or Tenant’s quiet enjoyment made without the consent of the Premises disturbed in holder of each Encumbrance existing as of the event date of termination such amendment, (iii) liable for damages for any breach, act or omission of any such ground or underlying leaseprior Lessor, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10iv) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease subject to any ground offsets or underlying lease or to the lien of defenses which Lessee might have against any mortgage or deed of trustprior Lessor; provided, however, that after succeeding to Lessor's interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Lessor arising after the date of transfer. Within five (5) days after the request of such transferee, Lessee shall execute, acknowledge and deliver any requisite or appropriate document submitted to Lessee confirming such beneficiary may, by written notice to Tenant given at attornment. (c) If any time, subordinate the lien prospective or current holder of its deed of trust an Encumbrance requires that modifications to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not Lease 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 landlordobtained, and shall provided that such modifications (i) are reasonable, (ii) do not be liable adversely affect in a material manner Lessee's use of the Property for the return of any security deposit Permitted Use, (iii) do not actually recovered increase the rent and other sums to be paid by Lessee, (iv) do not change Lessee's affirmative or negative covenants set forth herein, or (v) affect Lessee's Purchase Option, then Lessor may submit to Lessee an amendment to this Lease incorporating such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing required modifications, and Lessee shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees execute, acknowledge and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondeliver such amendment to Lessor within five (5) days after Lessee's receipt thereof.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modificationsand (b) the lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such lease. If any such mortgage or deed of trust be foreclosed, consolidationsor if any such lease be terminated, replacements upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be. The foregoing provisions are declared to be self-operative and extensions thereofno further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease (excluding rights in and to insurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the estate of its lease, as the case may be. In the event of such election and upon the mortgagee, beneficiary or lessor notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall execute and deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the form customarily used by such party. Upon request by Tenant, Landlord shall obtain on behalf of Tenant a so-called nondisturbance agreement from the lessor or holder under any such lease, mortgage or deed of trust, by which such lessor or holder agrees in substance not to disturb Tenant’s possession under this Lease so long as Tenant is not in default under this Leasehereunder. Such nondisturbance agreement shall be in form and content satisfactory to Tenant, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionreasonable discretion.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subordinate subject and subordinated at all times to all ground or underlying leasesleases which may hereafter be executed affecting the Building, and the lien of all mortgages and deeds of trusttrust in any amount or amounts whatsoever now or hereafter placed on or against the Building or on or against Landlord's interest or estate therein or on or against all such ground or underlying leases, if any, which may all without the necessity of having further instruments executed on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing (1) in the event of termination for any reason whatsoever of any ground or underlying lease hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leaseexecuted, this Lease shall not be terminated barred, terminated, cut off or Tenant’s quiet enjoyment foreclosed nor shall the rights and possession of the Premises tenant hereunder be disturbed if tenant shall not then be in default in the event payment of termination rental or other sums or be otherwise in default under the terms of this Lease, and Tenant shall attorn to the Landlord of any such ground or underlying leaseLease, or, if requested, enter into a new lease for the balance of the original or extended term hereof then remaining upon the same terms and provisions as are in this Lease contained; (2) in the event of a foreclosure of any such mortgage or deed of trusttrust hereafter executed or of any other action or proceeding for the enforcement thereof, to which or of any sale thereunder, this Lease has been subordinated pursuant to this Section. In will not be barred, terminated, cut off or foreclosed nor will the event of a termination or foreclosure, rights and possession oftenant thereunder be disturbed if Tenant shall become a tenant not then be in default in the payment of and attorn to rental or other sums or be otherwise in default tinder the successor-in-interest to Landlord upon the same terms and conditions as are contained in of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoattom to the purchaser at such foreclosure, within ten sale or other action or proceeding; and (103) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), Tenant agrees to execute and deliver all upon demand such further reasonable instruments as may be required from time to time by Landlord or evidencing such beneficiary (including without limitation any subordinationsubordination of this lease, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or leases, and to the lien of any mortgage such mortgages or deed of trustmist as may reasonably be required by Landlord. Tenant's covenant to subordinate this Lease to ground or underlying leases, and mortgages or deeds of trust hereafter executed is conditioned upon each such senior instrument containing the commitments specified in the preceding clauses (1) and (2); providedand (4) Tenant further waives the provisions of any statute of rule of law, howevernow or hereafter in effect, that which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect the Lease and the obligations of Tenant hereunder in the event of such beneficiary mayforeclosure or sale. (b) Tenant shall mail by certified or registered post, return receipt requested, or personally deliver to any Landlord under a ground lease or mortgage lender a duplicate copy of any and all notices in writing which Tenant may from time to time give to or serve upon Landlord pursuant of the provisions of this Lease, and such copy shall be mailed or delivered at, or as near as possible to, the same time such notices are given or served by Tenant. No notice by Tenant to Landlord hereunder shall be deemed to have been given unless and until a copy thereof shall have been so mailed or delivered to any ground lease landlord or mortgage lender. Upon the execution of any ground lease or mortgage, Tenant shall be informed in writing of the vesting of the interest evidenced by the ground lease or mortgage. (c) Should any event of default by Landlord under this Lease occur, any ground lease landlord or mortgage lender shall have 30 days after receipt of written notice from Tenant sening forth the nature of such event of default within which to Tenant given at any time, subordinate remedy the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurreddefault; provided that in the foregoing case of a default which cannot with due diligence be cured within such 30-day period, the ground lease landlord or mortgage lender shall not release have the applicable additional time reasonably necessary to accomplish the cure, provided that (i) it has conunenced the curing within such 30 days and (ii) thereafter diligently prosecutes the cure to completion. If the default is such that the possession of the premises may be reasonably necessary to remedy the default, any ground lease landlord or mortgage lender shall have a reasonable additional time after the expiration of such 30-day period within which to remedy such default, provided that (i) it shall have fully cured any default in the payment of any monetary obligations of Landlord under this Lease within 30 day period and shall continue to pay currently such monetary obligations as and when the same are due and (ii) it shall have acquired Landiord's estate or commenced foreclosure or other appropriate proceedings within such period, or prior landlord from thereto, and is diligently prosecuting any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch proceedings.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all present and future ground leases of the Project and to the lien of any mortgages or underlying leases, mortgages and deeds of trusttrust (herein, a “Mortgage”), now or hereafter in force against the Project, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of any such Mortgages, unless the holders of such Mortgages, or the lessors under such ground lease, require in writing that so this Lease be superior thereto. Notwithstanding any contrary provision in this Article 18, a condition precedent to the subordination of this Lease to any future ground lease or to the lien of any future Mortgage is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (a “Future SNDA”) from the lessor or beneficiary of such future instrument, acknowledging that the rights and interests of Tenant under this Lease shall remain in full force and effect and Tenant’s right to possession of the Premises shall not be disturbed during the Lease Term as long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of beyond all applicable notice and cure periods. Tenant covenants and agrees if any such ground or underlying lease, or proceedings are brought for the foreclosure of any such mortgage Mortgage, or deed of trustif any ground lease is terminated, to which attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor (but subject to the terms of the Existing SNDA, as defined below, or any Future SNDA, if applicable and then in effect), and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within five (5) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease has been subordinated pursuant to any such Mortgages or ground leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section. In Lease and the obligations of the Tenant hereunder in the event of a termination any foreclosure proceeding or foreclosure, Tenant sale. Landlord shall become a tenant of and attorn use commercially reasonable efforts to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or cause the beneficiary under any of the existing deed of trust encumbering the Building), Project (the “Existing Lender”) to execute and deliver to the parties, within sixty (60) days after the mutual execution and delivery of this Lease, a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit F attached hereto (the “Existing Lender SNDA”), and Tenant shall execute the Existing Lender SNDA promptly after request therefor by Landlord. Tenant shall pay all instruments as may be required from time to time costs and fees incurred by Landlord or such beneficiary in connection with the procurement of the Existing Lender SNDA (including without limitation limitation, any subordination, nondisturbance fees and attornment agreement costs charged to Landlord by the Existing Lender in connection with the form customarily required Existing Lender SNDA) within thirty (30) days after Landlord’s delivery to Tenant of an invoice therefor. Landlord’s failure to cause the Existing Lender to execute and deliver to the parties a fully executed Existing Lender SNDA within such 60-day period or by such beneficiary) to subordinate this Lease and the rights of Tenant any other date shall not constitute a default by Landlord under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedLease, however, that any such beneficiary may, by written notice to and Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible entitled to any remedy under this Lease, nor shall Landlord be liable to Tenant for any act damages or omission of a prior landlord, shall not be subject otherwise due to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered such failure by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At This Lease is and shall be expressly subject and subordinate at all times to the option lien of Landlord any present or any of its mortgagees/future mortgage or deed of trust beneficiariestrust, this Lease shall be either superior or subordinate to all ground or underlying leaseslease, mortgages and deeds or any other method of trust, if any, which may financing or refinancing now or hereafter affect encumbering the BuildingLeased Premises ("Mortgage Lien"), and to all advances made, or hereafter to be made upon the security thereof, and to all increases, renewals, amendments, modifications, consolidations, replacements spreaders, replacements, substitutions and/or extensions of any such Mortgage Lien and extensions thereofto all easements, restrictions, liens, encumbrances, rights-of- way, or other matters affecting the Leased Premises of record as the same may be amended or restated from time to time. If any such Mortgage Lien be foreclosed, upon request of the mortgagee, lessor or beneficiary ("Landlord's Mortgagee"), as the case may be, Tenant will attorn to the 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 subordination of this Lease to any future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, agreeing that Tenant's occupancy of the Leased Premises and 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 Tenant is not in default Default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within Within ten (10) days following receipt of a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)from Landlord, Tenant shall execute and deliver all instruments as to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. Notwithstanding the foregoing, a Mortgagee may be required from time unilaterally elect, at any time, to time make this Lease superior to its Mortgage Lien by so notifying Tenant in writing. Notwithstanding anything herein to the contrary, Landlord or such beneficiary (including without limitation any shall use commercially reasonable efforts to obtain a subordination, nondisturbance non-disturbance and attornment agreement in a form reasonably acceptable to the form customarily required parties thereto (an "SNDA") within sixty (60) days following the Effective Date hereof. All costs incurred by Landlord in connection with obtaining an SNDA (including, without limitation, any attorneys' fees charged by Landlord's Mortgagee) shall be paid by Tenant within fifteen (15) days after demand therefor. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such beneficiary) to subordinate an agreement from the current Landlord's Mortgagee, then this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, nonetheless shall be subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionas aforesaid.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or This lease is subject and subordinate to all ground or underlying leases, leases and to all mortgages and deeds of trust, if any, which may now or hereafter affect such leases on the Building, real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure leases and mortgages. This clause shall be self operative and no further instrument of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant subordination shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably be required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lessor or by any mortgage, affecting any lease or to on the lien real property of any mortgage or deed which the demised premises are a part by confirmation of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Leasesubordination. Tenant shall agree execute promptly any certificate that any purchaser at a foreclosure sale Owner may request. Property Loss, Damage, Reimbursement, Indemnity: 8. Owner 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 its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the return building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence of Owner, its agents, servants or employees. Owner or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any security deposit not actually recovered by such purchaser private, pubic or bound by quasi public work. If at any rent paid in advance time any windows of the calendar month in which the transfer of title occurred; provided that the foregoing demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to Owner's own rate, owner shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release the applicable prior landlord Tenant from any liability for those obligationsits obligations hereunder nor constitute an eviction. Tenant acknowledges that Landlord’s mortgagees shall indemnify and successors-in-interest save harmless Owner against and from all beneficiaries under deeds liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorneys fees, paid, suffered or incurred as a result of trust encumbering the Building are intended third party beneficiaries any breach by Xxxxxx, Tenant's agents, contractors, employees, invitees, or licensees, of any covenant or condition of this Sectionlease or the carelessness, negligence or improper conduct of the Tenant, Tenant's agents, contractors, employees, invitees or licensees. Tenant's liability under this lease extends to the acts and omissions of any sub tenant, and any agent, contractor, employee, invitee or licensee of any sub tenant. In case any action or proceeding is brought against Owner by reason of any such claim, Tenant, upon written notice from Owner, will, at Xxxxxx's expense, resist or defend such action on proceeding by counsel approved by Owner in writing, such approval not to be unreasonably withheld.

Subordination. At Without the option necessity of Landlord any additional document being executed by Tenant for the purpose of effecting a subordination, the Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any of its mortgagees/mortgage or deed of trust beneficiarieswhich may now exist or be placed upon the Building, this Lease shall be either superior the Project and/or the land upon which the Premises or subordinate to all the Project are situated, or said ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items which is specified as security. 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. In the event that 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 deeds become the Tenant of trust, if any, which may hereafter affect the Building, successor in interest to Landlord and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional REASONABLE documents evidencing Tenant's attornment or the subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground leases or underlying lease, leases or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In in the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time form requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground landlord, mortgagee, or underlying lease or to the lien of any mortgage or beneficiary under a deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionnondisturbance requirement.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds any first mortgage or first deed of trust, if any, trust which may now or hereafter affect affects the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. Tenant shall, that upon written request of Landlord, execute and deliver such instruments as may be required to subordinate the rights of Tenant under this Lease to such ground or underlying leases or to the lien of any such first mortgage or first deed of trust, or, if requested by Landlord, to subordinate any ground or underlying lease or the lien of any such first mortgage or first deed of trust to this Lease. Tenant appoints Landlord as its attorney-in-fact for the term of this Lease to execute on behalf of Tenant any such instruments. Notwithstanding any subordination, so long as Tenant is not in default under this Leasehereunder, this Lease shall not be terminated or nor shall Tenant’s 's quiet enjoyment of the Premises be disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure of any such first mortgage or first deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a such termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s such successor for that such purpose. If in connection with any attempt by Landlord to obtain financing to construct the Premises, or permanent financing upon completion of construction, the prospective lender shall request modifications to this Lease as a condition to such financing, Tenant shall alsonot unreasonably withhold or delay its consent thereto, within ten (10) days following written request of Landlord (or provided that such modifications do not materially increase the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights obligations of Tenant under this Lease to any ground hereunder or underlying lease or to materially and adversely affect the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-leasehold interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionhereby created.

Subordination. At Without the option necessity of Landlord or any additional document being executed by Tenant for the purpose of its mortgagees/deed of trust beneficiarieseffecting a subordination, this Lease shall be either superior or subject and subordinate at all times to all ground or underlying leases, leases and to the lien of any mortgages and or deeds of trusttrust now or hereafter placed on, if any, which may hereafter affect against or affecting the Building, and to all renewalsLandlord’s interest or estate in the Building, modifications, consolidations, replacements and extensions thereofor any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver within ten (10) days of Landlord’s request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord provided the non-disturbance provisions set forth in this Section 15 are set forth therein. Upon Landlord’s receipt of Tenant’s written request, Landlord shall use commercially reasonable efforts to obtain a customary subordination, attornment and non-disturbance agreement, that recognizes this Lease (“SNDA”) from the holder of any mortgage or deed of trust encumbering the Building, provided that (a) Tenant shall pay all fees, charges and legal fees of the lender [*] in connection with the SNDA, and (b) Landlord shall not be liable to Tenant in any manner for its failure to obtain such SNDA. Landlord hereby represents and warrants to Tenant that, as of the Lease Reference Date, the Premises are not subject to any ground lease or mortgage. The subordination and attornment provisions set forth above in this Section 15 are subject, however, to the express condition that so long as Tenant is not in default under this Leasein its obligations hereunder beyond applicable grace periods, (i) Tenant will not be made a party in any action or proceeding by any Lender (as defined below) or senior party in interest to recover possession of the Building and/or the Premises or to the foreclosure of any mortgage, (ii) Tenant’s possession of the Premises shall not be disturbed, and (iii) this Lease shall not be cancelled or terminated and shall continue in full force and effect upon any foreclosure under a Mortgage or Tenant’s quiet enjoyment recovery of possession (a “Foreclosure”) upon all of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained set forth in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for provided that purpose. Tenant shall alsofollowing a Foreclosure, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure Lender shall not be responsible (A) liable for any act or omission of a prior landlordLandlord, shall not be subject except for defaults relating to any offsets the physical condition of the Premises that are of an ongoing or defenses continuing nature of which Lender has received written notice and has failed to cure within the applicable cure period, (B) liable to refund to Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by which Tenant shall have paid to Landlord, unless such purchaser security deposit has been delivered to Lender; or (C) bound by any rent or additional rent which Tenant might have paid in advance for more than the current month to Landlord; or (D) bound by any amendment or modification of the calendar month in Lease made without Lender’s prior written consent; or (E) subject to any rent offsets or other offsets or defenses which Tenant might have against the transfer of title occurredLandlord; provided that the foregoing shall not release the applicable prior landlord from any liability or (F) liable for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.consequential

Subordination. At the option of Landlord or Landlord’s option, this Lease is and shall be subordinate to any of its mortgagees/ground lease, mortgage, deed of trust beneficiaries, this Lease shall be either superior and/or any other hypothecation or subordinate to all ground security document and advances and obligations thereunder now or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect placed upon the Land or the Building, and to all any renewals, modifications, consolidations, replacements replacements, and extensions thereof; providedthereof (individually and collectively, that “Deed of Trust”), provided Tenant’s right to quiet possession under this Lease shall not be disturbed so long as Tenant is not in default default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. Such subordination shall be effective upon notice from Landlord to Tenant without any further act of Tenant. Upon the request of Landlord, Tenant shall, from time to time, execute and deliver any documents or instruments that may be required by Landlord or the mortgagee, beneficiary, ground lessor or lender (“Landlord’s Lender”) under any such Deed of Trust, to effectuate any subordination, provided that any such Landlord’s Lender agrees not to disturb Tenant’s right to quiet possession under this Lease so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact, coupled with an interest, to execute and deliver any such documents or instruments. If Landlord’s Lender elects to have this Lease prior to the lien of its Deed of Trust, and gives written notice to Tenant of such election, this Lease shall not be terminated or Tenant’s quiet enjoyment deemed prior to such Deed of Trust regardless of the Premises disturbed in the event respective dates of termination execution, delivery and recordation of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien Deed of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTrust.

Subordination. At This Lease, find the option rights of Landlord Tenant hereunder, are and shall be subordinate to the interests of (i) all present and future ground leases and master leases of all or any part of its mortgagees/deed the Building; (ii) present and future mortgages and deeds of trust beneficiariesencumbering all or any part of the Building; (iii) all [last and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, this Lease shall be either superior or subordinate to all modifications, replacements and extensions of any such ground or underlying leases, master leases, mortgages and deeds of trusttrust (collectively, if any, "Security Documents") which may now or hereafter constitute a lien upon or affect the BuildingProject, and the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, subordinate or cause to be subordinated any such Security Documents to this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any such ground termination or underlying lease, or the foreclosure of any such mortgage or deed Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of trust, the successor in interest to which this Lease has been subordinated pursuant to this SectionLandlord at the option of such successor in interest. In the event of a termination or foreclosureFurthermore, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (demand therefor execute any instruments or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as other documents which may be required from time to time by Landlord or such beneficiary the holder (including without limitation "Holder") of any subordinationSecurity Document and specifically shall execute, nondisturbance acknowledge and attornment agreement deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form customarily required by the Holder of the Security Document requesting the document; the failure to do so by Tenant within such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the lien effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of any mortgage or deed of trust; providedthis Section 18.i, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant a "Successor Landlord") shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall (a) not be responsible liable for any act or omission of a Landlord or its predecessors, if any, prior landlord, shall to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (b) not be subject to any offsets or defenses which Tenant may might have been able to assert against a Landlord or its predecessors, if any, prior landlord, and shall to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (c) not be liable for the return of any security deposit not under this Lease unless the same shall have actually recovered by been deposited with such purchaser Successor Landlord; and (d) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or bound by any rent paid in advance ability to terminate this Lease as a result of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationssuch Landlord default. Tenant acknowledges that Landlord’s mortgagees Landlord is hereby irrevocably appointed and successorsauthorized as agent and attorney-in-interest fact of Tenant to execute and deliver all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch subordination instruments if Tenant fails to execute and deliver said instruments within five days after notice from Landlord requesting execution and delivery thereof.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of (b) the Premises disturbed in the event of termination lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, to which this Lease has been subordinated pursuant to this Section. In or if any such lease be terminated, upon request of the event of a termination mortgagee, beneficiary or foreclosurelessor, as the case may be, Tenant shall become a tenant of and will attorn to the successor-in-interest to Landlord upon purchaser at the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease foreclosure sale or to the lien of any mortgage or deed of trustlessor under such lease, as the case may be. 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 Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary may, by written notice or lessor may elect to give the rights and interests of Tenant given at any time, subordinate under this Lease (excluding rights in and to insurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust to this Leaseor the estate of its lease, as the case may be. In the event of such election and upon the mortgagee, beneficiary or lessor notifying Tenant of such election, the rights and interests of Tenant shall agree that be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall execute and deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the form customarily used by such party. If Tenant fails to execute any purchaser at instrument required to be executed by Tenant under this Section 21 within 10 days after request, Tenant irrevocably appoints Landlord as its attorney-in-fact, in Tenant’s name, to execute such instrument. Landlord shall be required to obtain a foreclosure sale subordination, non-disturbance and attornment agreement from the lessor under any present or lender taking title under a deed in lieu future ground, underlying or operating lease 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, the Building and shall not be liable for from the return holder of any security deposit not actually recovered by such purchaser present or bound by future mortgage encumbering fee title to the Building and from the beneficiary under any rent paid in advance present or future deed of trust encumbering fee title to the calendar month in which the transfer of title occurredBuilding; provided that the foregoing any costs associated with obtaining such subordination, non-disturbance and attornment agreement shall not release the applicable prior landlord from any liability for those obligations. be paid by Tenant acknowledges that within fifteen (15) days after Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionwritten request therefor.

Subordination. At (A) The payment and performance of the option Subordinated Indebtedness is hereby subordinated to the Final Payment of Landlord the Senior Indebtedness and except for Allowed Payments (defined herein), Subordinated Lender will not ask, demand, sue xxx, take or receive from Borrower by setoff or in any other manner, the whole or any part of its mortgagees/deed the Subordinated Indebtedness which may now or hereafter be owing by Borrower and will not take any negotiable instruments evidencing such amounts for any of trust beneficiariesthe foregoing, this Lease unless and until there is a Final Payment of the Senior Indebtedness. Subordinated Lender now possesses and hereafter may acquire Liens or security interests in the Collateral and hereby agrees that except for Permitted First Liens, any Liens, security interests, claims and rights of any kind it may now possess or hereafter acquire against Borrower, any Obligor and/or the Collateral shall be either superior subordinate and subject to the Liens, security interests, claims and rights against Borrower, any Obligor and/or the Collateral of Senior Lender arising from or subordinate out of the Senior Indebtedness, regardless of the order or time as of which any Liens attach to all ground any of the Collateral, the order or underlying leasestime of UCC filing or any other filings, mortgages notices or recordings, the order or time of granting of any such Liens, or the physical possession of any of the Collateral until this Agreement is terminated in accordance with Section 26 hereof. Unless otherwise permitted by the terms of this Agreement, the Subordinated Lender shall have no right to possession of any Collateral or to foreclose upon any Collateral, whether by judicial action or otherwise, unless and deeds until the Senior Indebtedness has been Finally Paid. The Subordinated Lender also hereby agrees that, regardless of trustwhether any of the Senior Indebtedness is secured or unsecured, Senior Lender shall be subrogated to the Subordinated Lender with respect to the Subordinated Lender's claims against Borrower and the Subordinated Lender's Liens, if any, which may hereafter affect in any of Borrower's Collateral and the Buildingproceeds thereof until all of the Senior Indebtedness has been Finally Paid. (B) Subordinated Lender shall, simultaneously with the execution and delivery of this Agreement, cause the following legend to be placed on the Subordinated A Note, the Subordinated B Note and the Subordinated C Note: This Senior Subordinated Secured Promissory Note (this "Note") and the indebtedness evidenced hereby are subordinated in the manner and to the extent set forth in the Subordination and Intercreditor Agreement (the "Subordination Agreement") dated as of March 26, 1999, by the payee of this Note in favor of Congress Financial Corporation (Central) (together with its successors and assigns, the "Senior Lender") to all indebtedness (including interest) at any time owed by the maker of this Note to Senior Lender, and each holder of this Note, by its acceptance hereof, shall be bound by the Subordination Agreement. (C) Subordinated Lender shall simultaneously with the execution and delivery of this Agreement, cause the following legend to be placed on each stock certificate evidencing the Preferred Stock: This Certificate and any entitlements afforded to it under the Certificate of Incorporation, as amended, of Forest City Auto Parts Company, is subordinated in the manner and to the extent set forth in the Subordination and Intercreditor Agreement (the "Subordination Agreement") dated as of March 26, 1999, by the holder of this Certificate in favor of Congress Financial Corporation (Central) (the "Senior Lender") to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under indebtedness (including interest) at any time owed by the issuer of this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, Certificate to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this LeaseSenior Lender, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request each holder of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary mayCertificate, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree 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 landlordacceptance hereof, 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSubordination Agreement.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or automatically subordinate to all ground of Landlord's mortgages or underlying leases, mortgages and deeds of trust, if any, trust which may heretofore and hereafter affect the BuildingPremises or Building to any sale and leaseback to any and all advances made or to be made thereunder, to the interest on the obligations secured thereby, and to all renewals, modifications, consolidations, replacements and or extensions thereof; provided. This subordination shall be self operative, and no further instrument of subordination shall be necessary to effect such subordination, provided that so long as Tenant is not in default under this Leasehereunder beyond the applicable Section 20 cure period, this Lease shall not be terminated or Tenant’s quiet Tenant shall, have continued enjoyment of the Premises disturbed free from any disturbance or interruption by reason of any foreclosure of Lender's deed of trust or mortgage; nevertheless, Tenant shall execute such additional instrument of subordination as may be required by any Lender if such instrument of subordination shall provide that so long as Tenant is not in default hereunder beyond the applicable Section 20 cure period, Tenant shall have continued enjoyment of the Premises free from any disturbance or interruption by reason of any foreclosure of Xxxxxx's deed of trust or mortgage. In the event of termination of any such ground sale or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In or exercise of the power of sale thereunder, or in the event of a termination or transfer in lieu of foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord purchaser (or transferee) of the beneficiary Building at such foreclosure or sale and recognize such purchaser (or transferee) as Landlord under this Lease if so requested by such purchaser (or transferee). Such attornment shall be self operative and no further instruments need be executed to effect such attornment. If any Lender elects to have this Lease superior to its mortgage or deed of trust encumbering the Building)and gives notice of its election to Tenant, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate then this Lease and the rights of Tenant under this Lease to any ground or underlying lease or shall thereupon become superior to the lien of any such mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate whether this Lease is dated or recorded before or after the lien of its mortgage or deed of trust to this Leasetrust. Tenant shall agree 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 landlordTenant, within ten business days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not be subject to any offsets in default, is unmodified and in full force and effect, or defenses Tenant may have against a prior landlordin full force and effect as modified, and shall not be liable for stating the return modifications. This certificate should also state the amount of current monthly Rent, the dates to which Rent has been paid in advance, and the amount of any security deposit and any unapplied Lease Consideration. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not actually recovered been modified except as may be represented by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesThis Lease, this Lease at Landlord's sole option, shall be either superior or subordinate to all any ground or underlying leaseslease, mortgages and deeds mortgage, deed of trust, if any, which may or any other hypothecation for security now or hereafter affect placed upon the Building, Building and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements replacements, refinancings and extensions thereof; provided. Notwithstanding such subordination, that so long as Tenaxx'x xight to quiet possession of the Premises shall not be disturbed if Tenant is not in default under and so long as Tenant shall pay the Rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee, or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give notice thereof to Tenant, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any deemed prior to such ground or underlying leasemortgage, or the foreclosure of any such mortgage or deed of trust, to which or ground lease, whether this Lease has been subordinated pursuant is dated prior to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn subsequent to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leasedate of said mortgage, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien date of recording thereof. If any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to which this Lease. Tenant shall agree that any purchaser at a foreclosure sale Lease is subordinate is foreclosed or lender taking title under a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; if any ground lease to which this Lease is subordinate is terminated, Tenant shall attorn to the ground lessor. Tenaxx xxxees to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be, or to evidence such attornment. Any such document of attornment shall also provide that the successor shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses disturb Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance its use of the calendar month Premises in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of accordance with this SectionLease.

Subordination. At To the option of Landlord or any of its mortgagees/deed of trust beneficiariesfullest extent permitted by law, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any and Tenant’s leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying lease leases which may now exist or to hereafter be executed affecting the Building, or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which the Building, ground leases or underlying leases, any other portion of the Project or Landlord’s interest or estate therein is specified as security. 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 then in default under this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act 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; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust; provided, however, that such ground lessor, mortgagee or beneficiary executes a commercially reasonable non-disturbance agreement in favor of Tenant. Landlord shall obtain a commercially reasonable subordination and non-disturbance agreement from any such beneficiary may, by written notice to Tenant given at any time, subordinate lender holding an encumbrance against the lien Building on or before the date thirty (30) days after the mutual execution and delivery of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord This Lease is subject and subordinate to each ground or land lease which may now or hereafter cover all or any part of its mortgagees/the Project and to each mortgage or deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may now or hereafter affect encumber all or any portion of the Building, Project and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. This Section 5.10 shall be self-operative and no further instrument of subordination need be required by any mortgagee or lessor. Tenant, that so long however, upon Landlord's request, shall execute promptly any appropriate certificate or instrument in confirmation of such subordination. Tenant hereby constitutes and appoints Landlord as Tenant's attorney in fact to execute any such certificate or instrument for and on behalf of Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any Tenant fails to execute such ground certificate or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request Landlord's request. In the event of Landlord (the enforcement by the lessor under any such ground or land lease or the trustee, the mortgagee or the beneficiary under any such mortgage or deed of trust encumbering of the Buildingremedies provided for by law or by such ground or land lease, mortgage or deed of trust, Tenant, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement (collectively, "Successor"), execute and deliver all instruments as may be required from time to time by Landlord or automatically will --------- become the tenant of such beneficiary (including Successor without limitation any subordination, nondisturbance and attornment agreement change in the form customarily required terms or other provisions of this Lease; provided, however, that such Successor shall not be (a) subject to any credits, offsets, defenses or claims which Tenant may have against any prior landlord, (b) bound by such beneficiaryany payment of Rent for more than one (1) to subordinate month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, (c) bound by any amendment or modification of this Lease made after the applicable ground or land lease, mortgage or deed of trust is placed against the Project (and Tenant has been given notice thereof) without the rights written consent of Tenant under this Lease such trustee, mortgagee, beneficiary or landlord, (d) liable for any act, omission, neglect or default of any prior landlord, or (e) required to make any capital improvements to the Project or the Leased Premises which Landlord may have agreed to make but had not completed. Notwithstanding the foregoing, the holder of any ground or underlying land lease that may affect all or to any portion of the lien Project or the holder of any mortgage or deed of trust; provided, however, trust that may encumber all or any such beneficiary may, by written notice to Tenant given portion of the Project may elect at any timetime to cause their interest in the Project to be subordinate and junior to Tenant's interest under this Lease by filing an instrument in the real property records of Dallas County, subordinate the lien Texas effecting such election and providing Tenant with notice of its deed of trust to this Lease. Tenant shall agree 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionelection.

Subordination. At This Lease shall be, and is hereby declared to be, wholly junior, inferior and subordinate to the option lien or charge of Landlord any mortgage or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may be at any time hereafter affect created by Lessor covering the BuildingPremises or any property, and to all renewals, modifications, consolidations, replacements and extensions thereofor interest or estate of Lessor in property of which the Premises are a part; provided, however, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of if pursuant to the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure provisions of any such mortgage or deed of trust, trust the mortgagee or beneficiary thereunder should elect by the terms of any such mortgage or deed of trust to which cause the same to be subordinate to this Lease has been subordinated pursuant either alone or in conjunction with any other leases covering the property or interest or estate in property mortgaged or Xxxxx Xxx Convalescent Lease encumbered by such mortgage or deed of trust and of which the Premises constitute a part, Lessee agrees that this Lease shall in such event be and become prior and paramount to this Section. In the lien or charge of such mortgage or deed of trust and shall not in such event be terminated or extinguished in the event of a termination any foreclosure or foreclosure, Tenant shall become a tenant sale on foreclosure of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any said mortgage or deed of trust; provided. Notwithstanding the above, however, that no subordination of this Lease to any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its future mortgage or deed of trust to shall be required of Lessee under this Lease unless Lessee first obtains from the lender a written agreement that provides that as long as Lessee performs its obligations under this Lease, no foreclosure of, deed given in lien of foreclosure of, or sale under the mortgage or deed of trust, and no steps or procedures taken thereunder shall affect Lessee's rights under this Lease. Tenant Lessee shall agree that execute the written agreement and any other documents required by any lender to accomplish the purpose of this Paragraph 32 and if applicable shall attorn to any purchaser at a any foreclosure sale or lender taking title under a to any grantee or transferee designated in any deed given 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 any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this (a) This Lease shall be either superior or subject and subordinate to all ground any underlying land leases or underlying leases, mortgages and deeds of trust, if any, to secure debt which may now or hereafter affect this Lease, the Building, Building or the Property and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and extensions thereof; provideddeeds to secure debt. In confirmation of the subordination set forth in this Xxxxxxxxx 00, that so long as Tenant is Xxxxxx shall, at Landlord’s request, execute and deliver such further instruments desired by the holder of the deed to secure debt (a “Mortgagee”) or by any lessor under any such underlying land leases. Notwithstanding the foregoing, Landlord or such Mortgagee shall have the right to subordinate or cause to be subordinated, in whole or in part, any such underlying land leases or deeds to secure debt to this Lease (but not in default under this Lease, this Lease shall not be terminated respect to priority of entitlement of insurance or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of condemnation proceeds). If any such ground underlying land leases or underlying lease, deeds to secure debt terminate for any reason or the foreclosure of any such mortgage deeds to secure debt are foreclosed or deed a conveyance in lieu of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosureforeclosure is made for any reason, Tenant shall become a tenant of and attorn shall, notwithstanding any subordination, deliver to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, Mortgagee within ten (10) days following of written request an attornment agreement, providing that such Tenant shall continue to abide by and comply with the terms and conditions of Landlord this Lease. (b) If any proceedings are brought for the foreclosure of, or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and event of exercise of the rights power of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed conveyance in lieu of foreclosure under any deed to secure debt, Tenant shall at the option of the purchaser at such foreclosure or other sale, attorn to such purchaser and recognize such person as Landlord under this Lease. The institution of any suit, action or other proceeding by a Mortgagee or a sale of the Property pursuant to the powers granted to a Mortgagee under its deed to secure debt, shall not, by operation of law or otherwise, result in the cancellation or the termination of this Lease or of the obligations of Tenant hereunder. (c) If such purchaser requests and accepts such attornment, from and after such attornment, Tenant shall have the same remedies against such purchaser for the breach of an agreement contained in this Lease that Tenant might have had against Landlord if the deed to secure debt had not been terminated or foreclosed, except such purchaser shall not be responsible (i) liable for any act or omission of a the prior landlord, shall not be Landlord; (ii) subject to any offsets or defenses which Tenant may might have against a the prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser Landlord; or (iii) bound by any rent Rent or security deposit which Tenant might have paid in advance of to the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.