Common use of Subordination Clause in Contracts

Subordination. Tenant agrees that this lease shall be subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease shall be subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon (a) The indebtedness evidenced by the Project or the premises by Landlord or its successors in interestSeries B Equipment Notes is, to secure the payment of monies loaned, interest thereon and/or other obligations, extent and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of manner provided in this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease Indenture (oras, in the case of a ground lease or underlying leaseany new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b), Tenant's rights shall not may be affected by any termination amended in connection with the issuance of such lease for so long as Tenant performs its obligations under this leasenew Series B Equipment Notes), subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of the Series A Equipment Notes, and the Series B Equipment Notes are issued subject to such provisions. Tenant agrees The indebtedness evidenced by the Series A Equipment Notes and the Series B Equipment Notes is, to execute the extent and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlordprovided in each Related Indenture, this lease subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and the Series A Equipment Notes and the Series B Equipment Notes are issued subject to such mortgageprovisions. By acceptance of its Equipment Notes of any Series, deed each Noteholder of trustsuch Series (i) agrees to and shall be bound by such provisions, like encumbrance(ii) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, ground leaseas appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in this Indenture and the applicable Related Indenture and (iii) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose. (b) Company, Loan Trustee and, by acceptance of its Equipment Notes of any Series, each Noteholder of such Series, hereby agree that no payment or distribution shall be made on or in respect of the Secured Obligations, or underlying lease. On the “Secured Obligations” under any Related Indenture, owed to such Noteholder of such Series, including any payment or before distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) or after the commencement date of any proceedings of the type referred to in Sections 4.01(g), (h) or (i), except, in each case, as expressly provided in Article III of this LeaseIndenture or Article III of the applicable Related Indenture, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor as appropriate. (c) By the acceptance of Tenantits Equipment Notes of any Series, each Noteholder of such Series agrees that (i) if such Noteholder, in commercially reasonable formits capacity as a Noteholder, executed by Bank receives any payment or distribution on any Secured Obligations in respect of America with such Series that it is not entitled to receive under this Section 2.13 or Article III, it will hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III and (ii) if such Noteholder, in its capacity as a “Noteholder” under any Related Indenture, receives any payment or distribution on any “Secured Obligations” in respect of “Equipment Notes” of any “Series” issued under such Related Indenture that it is not entitled to its mortgage lien encumbering receive under Section 2.13 or Article III of such Related Indenture, it will hold any amount so received in trust for the ProjectRelated Loan Trustee under such Related Indenture and forthwith turn over such amount to such Related Loan Trustee under such Related Indenture in the form received to be applied as provided in Article III of such Related Indenture.

Subordination. Tenant (a) The Accounts Bank hereby acknowledges the first-priority security interest granted hereby to the Lender. In order to secure repayment of Borrower’s or Lender’s, as applicable, obligations to Accounts Bank hereunder, Borrower and Lender hereby pledge and grant to Accounts Bank a continuing lien and security interest in, and right of set-off against, all of Borrower’s and Lender’s right, title and interest in and to the Account Collateral (including proceeds thereof) held in the Project Accounts. In this regard Accounts Bank shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. The Accounts Bank hereby agrees that such right of recoupment or set-off and/or any such Lien shall (except to the extent provided in clause (c) of this lease Section 2.7) be subordinate to the security interest of the Lender. The Accounts Bank agrees that it shall not (except to the extent provided in clause (c) of this Section 2.7) assert or enforce any such right of recoupment or set-off and/or any Lien until the Discharge Date. (b) Until the Discharge Date, the financial assets and other items deposited in or credited to the Project Accounts and all other Account Collateral will not (except to the extent provided in clauses (a) and (c) of this Section 2.7) be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Lender. (c) The Project Accounts, Account Collateral or any financial asset or other property deposited therein or credited thereto shall be subject to deduction, set-off, banker’s lien and subordinate recoupment to the extent of (i) returned items and chargebacks either for uncollected checks or other items of payment and transfers previously credited to one or more Project Accounts, (ii) any mortgageadvances that Accounts Bank may from time to time make to, deed or for the benefit of, the Borrower or the Lender for purposes of trust clearing or like encumbrance heretofore settling purchases or hereafter placed upon sales of securities by Borrower or Lender, as applicable, or there shall be for whatever reason an overdraft in the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsAccounts, and this lease also shall be subject (iii) any customary fees, expenses and subordinate other amounts not described in clauses (i) or (ii) above owed to Accounts Bank and incurred in connection with the performance of its duties hereunder and the maintenance and operation of the Project Accounts and any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent amounts actually due and owing to the execution Accounts Bank in accordance with the Accounts Bank Fee Agreement, for which Securities Intermediary shall have a prior claim to, and right of this leaseset-off against, a new mortgagethe Account Collateral, deed and each of trust or like encumbrance on the premises is created, or a ground lease or underlying lease Lender and the Borrower hereby expressly authorize the Accounts Bank to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to debit the relevant Project Account(s) for such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectamounts.

Subordination. Tenant covenants and agrees that (a) this lease Lease is and shall automatically and without further act or deed by Tenant be subject and subordinate to any mortgagemortgages, deed deeds of trust trust, security deeds or like encumbrance heretofore other security instruments, and any ground leases or underlying leases presently existing or hereafter placed upon all or any portion of the Project Center (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 and extensions thereof or participation thereof, (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 premises event of such election and upon notification by such Mortgagee to Tenant to that 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 its successors any present or prospective Mortgagee to acknowledge such subordination or priority (as applicable) in interestrecordable form. If any proceeding is brought for default under any Mortgage to which this Lease is subject, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event thatof foreclosure, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or the exercise of the power of sale under such encumbrances for so long any Mortgage covering the Premises and if requested by Landlord’s successor, Tenant shall attorn to the successor and shall recognize that successor as Tenant performs its obligations Landlord under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights Lease. Such successor shall not be affected by (i) liable for any termination previous act or omission of such lease for so long as Tenant performs its obligations Landlord under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver (ii) subject to any offset that theretofore accrued to Tenant against Landlord or (iii) bound by any previous prepayment of Rent or Security Deposit which have not been expressly delivered by Landlord to such successor. If so requested, Tenant shall enter into a recordable non-disturbance agreement new lease with that successor on the same terms and conditions as are contained in favor this Lease (for the unexpired Term of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectthis Lease then remaining).

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Real Property, the Complex and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new any such mortgage, deed of trust or like encumbrance on the premises is created, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered intoattorn, then this lease shall be subject and subordinate without any deductions or set-offs whatsoever, to the purchaser upon any such encumbrance foreclosure sale, or lease only to the lessor of such ground or underlying lease, as the case may be, if Landlord obtains from so requested to do so by such mortgagor or lessor a written agreement in form acceptable to such mortgagor purchaser or lessor, providing substantially that and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within five (5) 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 to any such mortgages, trust deeds, ground leases or underlying leases; provided, such mortgagee, ground lessor or similar parties agree therein not to disturb Tenant's rights under this lease shall not be affected by any foreclosure use, occupancy or deed in lieu quiet enjoyment of foreclosure of, or sale under such encumbrances for the Premises so long as Tenant performs its obligations under is not in default (beyond applicable notice and cure periods, if any) of the terms and provisions of this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)Lease. Tenant agrees hereby irrevocably authorizes Landlord to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating deliver in the manner requested by Landlordname of Tenant any such instrument or instruments if Tenant fails to 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 to such mortgage, deed Lease and the obligations of trust, like encumbrance, ground lease, the Tenant hereunder in the event of any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that this lease This Lease shall not 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, or the land upon which the Premises is situated, or both, and (b) the lien of any mortgage, mortgage or deed of trust or like encumbrance heretofore which may now exist or hereafter placed upon be executed in any amount for which the Project Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security unless Tenant and such ground lessor or holder of such a lien execute a subordination, nondisturbance and attornment agreement as described in the premises by next paragraph below. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or its successors in interest, cause to secure be subordinated this Lease to any such ground leases or underlying leases or any such liens. In the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to event that any ground lease or underlying lease heretofore terminates for any reason or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, any mortgage or deed of trust or like encumbrance on the premises is created, foreclosed or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed conveyance in lieu of foreclosure ofis made for any reason, or sale under Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option to such encumbrances for so long as Tenant performs its obligations under this lease (or, successor in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)interest. Tenant covenants and agrees to execute and deliver, upon demand of Landlord, any by ▇▇▇▇▇▇▇▇ and all instruments reasonably desired by Landlord, subordinating in the manner form requested by Landlord, Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease to or underlying leases or the lien of any such mortgage, mortgage or deed of trust. Further notwithstanding the foregoing, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, (i) Landlord shall deliver use its commercially reasonable efforts to Tenant cause any current Mortgagee or Ground Lessor (if any) to execute a recordable subordination, attornment and non-disturbance agreement on such beneficiaries’ standard form within sixty (60) days after the Commencement Date; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord hereunder or entitle Tenant to terminate this Lease or result in favor any liability of Landlord to Tenant for any loss or damage resulting therefrom, and (ii) Tenant’s obligation to subordinate this Lease and/or to attorn to any such future Mortgagee or Ground Lessor shall be conditioned upon Landlord, in commercially reasonable Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s or Ground Lessor’s standard form, executed by Bank providing, among other things, that in the event of America with respect any foreclosure of such lien or conveyance of the Premises in lieu of foreclosure, (A) Tenant will not be disturbed in its possession of the Premises, so long as Tenant is not in Default under this Lease, and (B) Tenant shall attorn to its mortgage lien encumbering and recognize such lienholder or purchaser at foreclosure and their successors and assigns as the Project“Landlord” under this Lease from and after the date of such foreclosure or conveyance in lieu of foreclosure.

Subordination. Tenant agrees that this lease shall be This LEASE is subject and subordinate to any mortgageand all mortgages or deeds of trust, deed protective land covenants, or leasehold estates pursuant to a ground Lessee Initials /s/ ADW / lease (herein collectively referred to as “Title Interests”), now existing, or which may hereafter be executed, covering the Premises or the real property of trust or like encumbrance heretofore which the same are a part, and to all advances made or hereafter placed to be made upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also security thereof. This provision shall be subject self-operative and subordinate no further instrument of subordination need be required by any mortgagee or ground lessor. Furthermore, LESSEE agrees to execute, acknowledge and deliver upon request, any and all documents or instruments requested by LESSOR to evidence the subordination of this LEASE to any ground lease or underlying lease heretofore or hereafter affecting Title Interests, provided, however, the Project. Notwithstanding the foregoing, rights of LESSEE shall continue in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject full force and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances effect for so long as Tenant performs its obligations under this lease (orLESSEE is not in Default hereunder and further provided, in the case holder of a ground lease or underlying lease, Tenant's rights any Title Interests shall not be affected liable for any accrued obligation of LESSOR, nor for any act or omission of LESSOR, nor subject to any offsets or counterclaims which may have accrued to LESSEE against LESSOR prior to the date upon which such holder becomes the owner of the Premises. LESSEE hereby agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the Premises at any sale or other proceeding, as if such person, entity, firm or corporation had been named as lessor herein. LESSEE agrees to execute, acknowledge and deliver in recordable form to any existing or proposed holder of Title Interests, or to LESSOR, a certificate certifying the following, if such be the case: (a) this LEASE is in full force and effect and there are no defenses or offsets thereto, or if LESSEE claims any defenses or offsets, stating those claimed by any termination LESSEE; (b) LESSEE has accepted possession of the Premises as of the date of such lease for so long as Tenant performs its obligations under this lease). Tenant certificate; and (c) LESSEE agrees to execute notify all Title Interests of any Default by LESSOR hereunder. LESSEE’S failure to deliver such statement within ten (10) days after LESSOR’s written request therefor shall be conclusive that this LEASE is in full force and deliver, upon demand of Landlord, any and all instruments reasonably desired effect without modification except as may be represented by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectLESSOR.

Subordination. Tenant agrees that (a) Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement (“SNDA”) from its lender, in the form of Exhibit F attached hereto. Notwithstanding the foregoing, this lease shall be Lease is subject and subordinate to all present and future ground or underlying leases of the Project and to the lien of any mortgages or trust deeds, now or hereafter in force against the Project and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to 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 this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, deed of trust to attorn so long as Tenant has been offered a commercially reasonable SNDA on such entity’s standard form, without any deductions or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interestset-offs whatsoever, to secure the payment of monies loaned, interest thereon and/or other obligationspurchaser upon any such foreclosure sale if so requested to do so by such party, and to recognize such party as the lessor under this lease also shall be subject Lease. Tenant covenants and subordinate to agrees that in the event of cancellation or termination of any ground lease or underlying lease heretofore in accordance with its terms or hereafter affecting by surrender thereof, whether voluntary, involuntary or by operation of law, and provided that the Project. Notwithstanding lessor under any such ground lease or underlying lease has either approved this Lease in writing or notified Tenant in writing of its election to cause Tenant to attorn to it upon cancellation or termination of such ground lease or underlying lease, then this Lease shall not be cancelled or terminated as a result of the foregoingcancellation or termination of such ground lease or underlying lease, in the event that, subsequent but Tenant shall make full and complete attornment to the execution lessor under any such ground lease or underlying lease for the balance of the term hereof with the same force and effect as though this lease, a new mortgage, deed of trust or like encumbrance on Lease were originally made directly from the premises is created, or a lessor under any such ground lease or underlying lease to which Tenant. Following Tenant’s attornment to purchaser upon any foreclosure sale or any lessor under any ground lease or underlying lease as set forth above (a “Successor Landlord”), this Lease shall continue in full force and effect as a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord shall not (a) be subordinate is entered intoliable for any previous act or omission of Landlord under this Lease, then this lease except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject and subordinate to such encumbrance any offset, not expressly provided for in this Lease; or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not (c) be affected bound by any foreclosure previous modification of this Lease or by any previous prepayment of more than one (1) month’s Rent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or predecessor in interest). Tenant shall, within ten (10) 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 to any mortgages, trust deeds, ground leases or underlying leases and Tenant’s obligation to attorn to any holder of any mortgage or deed in lieu of foreclosure of, trust or sale any lessor under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a any ground lease or underlying lease, Tenant's rights shall not be affected by any termination subject to the provisions of such lease for so long as Tenant performs its obligations under this lease)Paragraph 32. Tenant agrees waives the provisions of any current or future statute, rule or law which may give or purport to execute give Tenant any right or election to terminate or otherwise adversely affect this Lease and deliver, upon demand the obligations of Landlord, any and all instruments reasonably desired by Landlord, subordinating Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgagefirst mortgage or trust deed, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Building or Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto. Landlord agrees to provide Tenant, within sixty (60) days after written request by Tenant, with commercially reasonable nondisturbance agreements(s) in favor of Tenant from any ground lessors, mortgage holders or hereafter deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the ProjectProject or any portion thereof leased by Tenant (whether now existing or coming into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term) and in consideration of, and as a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon any such foreclosure ofsale or deed in lieu thereof if so requested to do so by such purchaser, or sale under and to recognize such encumbrances for so long purchaser as Tenant performs its obligations the lessor under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)Lease. Tenant agrees to execute and delivershall, upon demand within fifteen (15) days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in the manner requested by Landlord, this lease to execute such mortgage, further instruments or assurances as Landlord or any mortgage holder or deed of trusttrust beneficiary may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, like encumbrancetrust deeds, ground lease, leases or underlying lease. On leases or before the commencement date of this Leaseother typical provisions contained in Subordination, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.Non-

Subordination. Tenant agrees that this lease This Lease is and shall be subject and subordinate subordinate, at all times, to (a) the lien of any mortgage or mortgages which may now or hereafter affect the Building, and to all advances made or hereafter to be made upon the security thereof and to the interest thereon, and to any mortgageagreements at any time made modifying, deed of trust supplementing, extending or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsreplacing any such mortgages, and this lease also shall be subject and subordinate to (b) any ground lease or underlying lease heretofore which may now or hereafter affecting affect the ProjectBuilding, including all amendments, renewals, modifications, consolidation, replacements and extensions thereof. Notwithstanding the foregoing, in at the event that, subsequent to request of the execution holder of this lease, a new mortgage, deed any of trust the aforesaid mortgage or like encumbrance on mortgages or the premises is created, or a lessor under the aforesaid ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not this Lease may be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute made prior and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease superior to such mortgage, deed of trust, like encumbrance, mortgage or mortgages and/or such ground lease, or underlying lying lease. On or before Notwithstanding anything herein contained to the commencement date contrary, within thirty (30) days after the execution and delivery of this Lease, Landlord shall deliver obtain (at Tenant’s cost and expense, including legal fees for Landlord and its mortgagee, not to Tenant exceed $1,000) a recordable subordination, non-disturbance and attornment agreement for Tenant’s benefit from the current mortgagee(s) of the Development. The form of such subordination, non-disturbance and attornment agreements shall be substantially in favor of the form attached hereto as Exhibit “G”. In addition, as a condition precedent to Tenant subordinating this Lease to any future mortgage or ground lease, Landlord shall obtain (at Tenant’s cost and expense, including legal fees for Landlord and its mortgagee, not to exceed $1,000) a subordination, non-disturbance and attornment agreement from such mortgagee or ground lessor in a commercially reasonable formform reasonably acceptable to Tenant. At the request of Landlord, executed by Bank Tenant shall execute and deliver such further instruments as may be reasonably required to implement the provisions of America with respect this Paragraph 18, provided the same are reasonably acceptable to its mortgage lien encumbering the ProjectTenant.

Subordination. At the option of Landlord to be expressed in writing from time to time, this Lease and the rights of Tenant agrees that this lease hereunder are and shall be subject and subordinate to any mortgageand all mortgages, deed trust deeds and charges (any of trust which are herein called “Mortgage” or like encumbrance heretofore “Mortgages”) and any and all easements and rights of way (provided that the same do not materially adversely affect Tenant’s access to or hereafter placed upon use of the Premises) (“Easements”) on or in any way affecting the Premises or the Project or any part thereof now or in the premises future, including all renewals, extensions, modifications and replacements of any Mortgages and Easements from time to time. Tenant shall at any time on ten (10) days’ notice from Landlord or holder of a Mortgage attorn to and become a tenant of the holder of any of such Mortgages or any party whose title to the Project is superior to that of Landlord upon the same terms and conditions as set forth herein. Tenant shall execute promptly on request by Landlord any certificates, agreements, instruments of postponement or its successors attornment, or other such instruments or agreements as requested from time to time to postpone or 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 provisions of this Article 15. Provided Tenant is not in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsdefault hereunder, and this lease also shall be subject at Tenant’s request and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject sole cost and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Leaseexpense, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor obtain from the holder of Tenantany Mortgage, in commercially reasonable formrespect of which Tenant has executed and delivered an instrument of postponement, executed by Bank subordination or attornment as required hereby, its agreement to permit Tenant to continue in occupation of America the Premises in accordance with respect and subject to its mortgage lien encumbering the Projectterms of this Lease (“Non-Disturbance Agreement”).

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and I all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, ground lease, to attorn to the purchaser or underlying lease. On any successors thereto upon any such foreclosure sale or before deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the commencement date of lessor under this Lease; Tenant shall, Landlord shall deliver within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formtime after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering the ProjectTenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees The Holder, by the Holder’s acceptance hereof, and any subsequent holder of this Note, by acceptance hereof, acknowledges that the Company has borrowed, and may, provided it has obtained the consent of the Requisite Purchasers as required pursuant to the Purchase Agreement, from time to time after the date hereof borrow, money from banks or other financial institutions engaged in the lending of money and/or may, in furtherance of its business, guaranty the obligations of others to such banks of financial institutions and that such banks or financial institutions may from time to time require that the indebtedness evidenced by this lease shall Note be subject subordinated to notes, guaranties and subordinate other obligations of the Company to such banks or financial institutions. Accordingly, the Holder and any mortgagesubsequent holder hereof agrees, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or request of the premises by Landlord or its successors in interestCompany, to secure execute such subordination agreements and other instruments or documents as the Company may hereinafter require in order to subordinate the indebtedness evidenced by this Note, or any portion thereof, or the payment of monies loanedinterest or principal hereunder, interest thereon and/or to any existing obligation of the Company to any such bank or financial institution, or to any future obligation which the Company may incur in compliance with the terms of the Purchase Agreement. NIMBLEGEN SYSTEMS INC. By: Accepted and agreed to the day of , 2004. By: THE SECURITIES OF NIMBLEGEN SYSTEMS INC. REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY ACCEPTING THESE SECURITIES, AGREES FOR THE BENEFIT OF NIMBLEGEN SYSTEMS INC. THAT SUCH SECURITIES MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. NIMBLEGEN SYSTEMS INC. MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT ANY TRANSFER IS IN COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS AS A CONDITION TO ANY TRANSFER OF SUCH SECURITIES. THE SHARES OF STOCK OF NIMBLEGEN SYSTEMS INC. WHICH MAY BE PURCHASED UPON EXERCISE HEREOF (THE “SHARES”) WILL BE SUBJECT TO CERTAIN RESTRICTIONS REGARDING THE RIGHT TO TRANSFER THE SHARES, CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES, AND CERTAIN OTHER PROVISIONS, ALL AS SET FORTH IN A STOCKHOLDERS AGREEMENT, AMONG NIMBLEGEN SYSTEMS INC. AND CERTAIN OF ITS STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF NIMBLEGEN SYSTEMS INC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS NOTE BY ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT. This Warrant certifies that, for value received, (the “Holder”) is entitled to subscribe for and purchase up to that number of shares (the “Warrant Shares”) of fully paid and nonassessable Common Stock of NimbleGen Systems Inc., a Delaware corporation (the “Company”) equaling the sum of (a) % [Note: Percentage to be inserted will be the Holder’s pro rata share of the aggregate amount of Notes purchased at the Closing in which the Warrant is being issued] of the quotient of (i) $1,250,000 divided by (ii) the most recent price per share at which the outstanding Subordinated Convertible Notes of the Company (the “Notes”) issued pursuant to the Purchase Agreement, as defined below, were converted into Preferred or Common Stock of the Company; or, if the Notes were not converted prior to the Repayment Date as defined in the Notes, the price paid per share of Series D Preferred Stock of the Company pursuant to the Series D Preferred Stock Purchase Agreement dated March 4, 2003 (as applicable, the “Per Share Price”), plus (b) % [Note: Percentage to be inserted will be the Holder’s pro rata share of the aggregate amount of Notes purchased at the Closing in which the Warrant is being issued] of the quotient of (i) [the amount drawn under the Notes in the Closing in which the Warrant is being issued] divided by (ii) the Per Share Price, at the Warrant Price (as defined in Section 2 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is issued pursuant to the terms of the Subordinated Convertible Note and Warrant Purchase Agreement dated as of May , 2004 among the Company, the Holder and certain other obligationsparties (the “Purchase Agreement”). Unless otherwise indicated below, and all capitalized terms used in this lease also Warrant but not defined herein shall have the meanings set forth in the Purchase Agreement. For purposes hereof, the number of shares of Common Stock purchasable upon the exercise hereof shall be subject referred to herein individually as a “Warrant Share” and subordinate to any ground lease or underlying lease heretofore or hereafter affecting collectively as the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project“Warrant Shares.”

Subordination. This Lease and all rights of Tenant agrees that this lease shall be hereunder are subject and subordinate to any mortgage, deed of trust trust, mortgage or like encumbrance heretofore other instrument of security which does now or may hereafter placed upon cover the Project Building and the Land or any interest of Landlord therein, and to any and all advances made on the premises security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any of such deed of trust, mortgage or instrument of security. This provision is hereby declared by Landlord or its successors in interest, and Tenant to secure the payment of monies loaned, interest thereon and/or other obligations, be self-operative and this lease also no further instrument shall be subject and subordinate required to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution effect such subordination of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)Lease. Tenant agrees to execute and delivershall, however, upon demand of Landlordat any time or times execute, acknowledge and deliver to Landlord any and all instruments reasonably desired and certificates that, in the judgment of Landlord, may be necessary or proper to confirm or evidence such subordination. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any time, subordinating in before or after the manner requested by Landlord, this lease to institution of any proceedings for the foreclosure of any such mortgage, deed of trust, like encumbrance, ground leasemortgage or other instrument of security, or underlying lease. On sale of the Building pursuant to any such deed of trust, mortgage or before other instrument of security or voluntary sale, to attorn to the commencement date of purchaser upon any such sale and to recognize and attorn to such purchaser as Landlord under this Lease, provided such purchaser performs all of Landlord’s obligations under the Lease and agrees not to disturb Tenant’s possession of the Premises. Landlord shall deliver use reasonable efforts to Tenant obtain, within sixty days after the Lease Execution Date, a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formnondisturbance agreement for the benefit of Tenant from the beneficiary under any deed of trust, executed by Bank mortgage or other security interest (“Mortgagee”) covering the Complex. Tenant’s subordination to any future Mortgagee is conditioned upon Tenant receiving a commercially reasonable form of America with respect to its mortgage lien encumbering the Projectnondisturbance agreement from such Mortgagee. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, ground lease, to attorn to the purchaser or underlying lease. On any successors thereto upon any such foreclosure sale or before deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the commencement date of lessor under this Lease; Tenant shall, Landlord shall deliver within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formtime after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering the ProjectTenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deeds of trust, or leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors any deed in interestlieu thereof, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent attorn to the execution of this lease, a new mortgage, deed of trust purchaser or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any successors thereto upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure sale or deed in lieu of foreclosure of, or sale under thereof as so requested to do so by such encumbrances for so long purchaser and to recognize such purchaser as Tenant performs its obligations the lessor under this lease Lease; Tenant shall, within five (or, in the case of a ground lease 5) days after request execute such further instruments or underlying lease, Tenant's rights shall not be affected by any termination of assurances as such lease for so long as Tenant performs its obligations under this lease)purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to execute and deliver, upon demand provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. 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 all instruments reasonably desired by Landlord, subordinating the obligations of the Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. However, Landlord represents to Tenant that, as of the date of this Lease, no mortgage or deed of trust encumbers the Project. Subject to Tenant obtaining an SNDA (as defined below), this Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this lease Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a commercially reasonable written undertaking in favor of Tenant to the effect that, among other things, such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease (an “SNDA”). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors any deed in interestlieu thereof, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent attorn to the execution of this lease, a new mortgage, deed of trust purchaser or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any successors thereto upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure sale or deed in lieu of foreclosure of, or sale under thereof as so requested to do so by such encumbrances for so long purchaser and to recognize such purchaser as Tenant performs its obligations the lessor under this lease Lease; Tenant shall, within five (or, in the case of a ground lease 5) days after request execute such further commercially reasonable instruments or underlying lease, Tenant's rights shall not be affected by any termination of assurances as such lease for so long as Tenant performs its obligations under this lease)purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to execute and deliver, upon demand provide copies of any notices of Landlord, ’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and all instruments reasonably desired by Landlord, subordinating Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default as provided in the manner requested by LandlordSNDA. 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 to such mortgage, deed Lease and the obligations of trust, like encumbrance, ground lease, the Tenant hereunder in the event of any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this lease Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates (hereinafter, ground leasean “SNDA”). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or underlying lease. On any successors thereto upon any such foreclosure sale or before deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the commencement date of lessor under this Lease; Tenant shall, Landlord shall deliver within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formtime after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering the ProjectTenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees that Capitalized terms used in this lease Section but not otherwise defined in this Agreement or in this Section shall have the meanings ascribed to them in the Credit Agreement. (a) All payment obligations of the Borrower hereunder (whether for principal, interest or otherwise) (the “Subordinated Obligations”) are and shall be expressly subordinated and subject and subordinate in right of payment to any mortgage, deed the prior indefeasible repayment in full of trust or like encumbrance heretofore all the obligations of the Borrower now or hereafter placed upon existing under the Project or Credit Agreement (the premises by Landlord or its successors in “Senior Obligations”) (which, no need herein, shall include without limitation the obligations to pay principal and interest, on such Senior Obligations, and all commissions, fees, indemnities, prepayment premiums and other amounts payable to secure the Administrative Agent or any lenders or sureties (such lenders or sureties, the “Senior Lenders”), agents or trustees under any Loan Documents with respect to such Senior Obligations, and post-petition interest and post-petition attorneys’ fees and costs, whether or not allowable is bankruptcy, in each case to the extent such items constitute Senior Obligations). (b) The Borrower and the Lender hereby agree that no payment or prepayment shall be made by or on behalf of the Borrower for or on account of any Subordinated Obligations, and the Lender shall not ask, demand, [ILLEGIBLE], take or receive from the Borrower, directly or indirectly, in cash, other property, or any rights or by set-off or in any other manner, including without limitation, from or by way of collateral, payment of monies loanedall or any of the Subordinated Obligations, unless and until the Senior Obligations shall have been indefeasibly repaid in full in cash. (c) In the event of (i) any insolvency or bankruptcy case or proceeding in connection therewith, relative to the Borrower or to its creditors as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Borrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower, then and in any such event the Senior Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Obligations or under the Credit Agreement before the Lender shall be entitled to receive any payment or account of the Loan (whether in respect of principal, interest thereon and/or premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Loan in any such case, proceeding, dissolution, liquidation or other obligationswinding up or event shall instead be paid or delivered to the Senior Lenders for application to the Senior Obligations, whether or not due, until the Senior Obligations shall have first been fully paid and this lease also satisfied in cash. (d) If any event of default (or event or condition that with the giving of notice or passage of time or both would constitute an event of default) shall have occurred and be continuing under the Credit Agreement, then no payment shall be subject made by the Borrower on or in respect of the Loan, unless and subordinate until such event of default, event or condition shall have been remedied or waived. (e) In the event that the Lender receives on account or in respect of the Loan or otherwise after the occurrence and during the continuance of an event of default under the Credit Agreement any distribution of assets by the Borrower or payment by or on behalf of the Borrower of any kind or character, whether in cash, securities or other property, such receipts shall be received in trust for the benefit of the Senior Lenders, shall be segregated from other funds and property held by the Lender and shall be forthwith paid over to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding Administrative Agent under the foregoing, Credit Agreement for the account of the Senior Lenders in the event that, subsequent same form as no received (with any necessary endorsement or assignment) to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease applied (or, in the case of a ground lease cash) to, or underlying leaseheld as collateral (in the case of non-cash property or securities) for, Tenant's rights shall not the repayment or prepayment of the Senior Obligations. In the event of failure of the Lender to make any such endorsement or assignment, the Senior Lenders irrevocably are authorized and empowered by and on behalf of the Lender to make the same. (f) The Lender (i) irrevocably authorizes and empowers (without imposing any obligation on) Senior Lenders (or their agents, attorneys or trustees) to demand, ▇▇▇ for, collect, receive and receipt for all payments and distributions on or to respect of its Subordinated Obligations which are required to be affected by paid or delivered to the Senior Lenders, as provided herein, and to file and prove all claims therefore and take all such other action, in the name of the Lender or otherwise, as Senior Lenders may determine to be necessary or appropriate for the enforcement of the subordination terms contained in this Agreement, (ii) irrevocably authorizes and empowers (without [ILLEGIBLE] any termination obligation) Senior Lenders (or their agents, attorneys or trustees) to vote the Subordinated Obligations (including, without limitation, voting the Subordinated Obligations in favor of such lease for so long as Tenant performs its obligations or in opposition to any matter which may come before any meeting of creditors of the Borrower generally or in connection with, or in anticipation of, any insolvency or bankruptcy case or proceeding, or any proceeding under this lease). Tenant my laws relating to the relief of debtors, readjustment of Indebtedness, arrangements, reorganizations, compositions or extensions relative to the Borrower) and (iii) agrees to execute and deliverdeliver to Senior Lenders all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action, as may be requested by Senior Lenders in order to enable Senior Lenders to enforce all claims upon demand or in respect of Landlordthe Subordinated Obligations. (g) The Lender agrees, for the benefit of each Senior Lender, that they will give each Senior Lender prompt notice of any default by the Borrower in respect of the Subordinated Obligations. (h) Until the repayment in full of the Senior Obligations, the Lender shall not transfer, sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Obligations, unless such transfer, sale, assignment, pledge, encumbrance or disposition is made with the prior written comment of the Administrative Agent under the Credit Agreement. (i) No failure on the part of Senior Lenders and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof by Senior Lenders, nor shall any single or partial exercise of any right, remedy or power hereunder, preclude any other or future exercise of Senior Lenders of any other right, remedy or power. Each and all instruments reasonably desired by Landlordevery right, subordinating in the manner requested by Landlord, this lease remedy and power granted to such mortgage, deed of trust, like encumbrance, ground leaseSenior Lenders, or underlying leaseallowed Senior Lenders by law or other agreement shall be cumulative and not exclusive, and may be exercised by Senior Lenders, from time to time. (j) Without in any way limiting the generality of the foregoing paragraph, at any time, without the consent of or notice to the Lender, without incurring responsibility or liability to the Lender and without impairing or releasing the subordination provided herein or the obligations hereunder of the Lender, the Senior Lenders may do any one or more of the following: (i) change the manner, place or terms of payment of or extended the time of payment of, or renew or alter, Senior Obligations or any collateral security or guaranty therefor, or otherwise amend or supplement in any manner Senior Obligations or any instruments evidencing the same or any agreement under which Senior Obligations are outstanding: (ii) soil, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Obligations; (iii) release any Person liable in any manner for the Senior Obligations; and (iv) exercise or refrain from exercising any rights against the Borrower and any other Person. On The Lender unconditionally waives notice of the incurring of Senior Obligations or before any part thereof. (k) The Lender, at its own cost, shall take any further action as the commencement date Senior Lenders may reasonably request in order to carry out more fully the intent and purpose of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectSubordination Terms.

Subordination. (a) Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant, Tenant covenants and agrees with Landlord that this lease shall be Lease is subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore trust, ground lease and/or security agreement which may now or hereafter placed upon encumber the Project or any interest of Landlord therein, and to any advances made on the premises security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant„ Tenant shall execute any appropriate certificate or instrument that Landlord may request within ten (10) days after being requested by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Projectdo so. Notwithstanding the foregoing, in In the event thatof the enforcement by the ground lessor, subsequent the mortgagee, the trustee, the beneficiary or the secured party (any such party being herein referred to the execution of this as “Interest Holder”) under any such ground lease, a new mortgage, deed of trust or like encumbrance on security agreement (such documents being referred to herein as “Mortgage Documents”) of the premises is createdremedies provided for by law or by such Mortgage Documents, Tenant, upon written request of the Interest Holder or any person or party succeeding to the interest of Landlord as a ground lease result of such enforcement, will attorn to and automatically become the tenant of such Interest Holder or underlying lease to which successor in interest without any change in the terms or other provisions of this lease shall be subordinate is entered intoLease; provided, then this lease shall be subject and subordinate to however, that such encumbrance Interest Holder or lease only if Landlord obtains from such mortgagor or lessor a written agreement successor in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease interest shall not be affected bound by (i) any foreclosure or deed payment of Rent for more than one month in lieu advance except prepayments in the nature of foreclosure of, or sale under such encumbrances security for so long as the performance by Tenant performs of its obligations under this lease Lease, or (or, in ii) any amendment or modification of this Lease made without the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination written consent of such lease for so long as Interest Holder or such successor in interest. Upon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant performs its obligations under this lease). Tenant agrees to shall execute and deliverdeliver an instrument or instruments confirming and evidencing the attornment herein set forth. (b) Notwithstanding anything to the contrary set forth in Section 11.1(a), upon demand of Landlordabove, any Interest Holder may at any time subordinate its lien to this Lease in whole or in part, without any need to obtain Tenant’s consent, and all instruments reasonably desired by Landlordwithout regard to their respective dates of execution, subordinating delivery or recordation. In that event, to the extent set forth in such document, the manner requested by LandlordInterest Holder shall have the same rights with respect to this Lease as would have existed if this Lease had been executed, this lease and a memorandum thereof recorded, prior to such mortgagethe execution, delivery and recordation of the mortgage or deed of trust. In confirmation of such subordination, like encumbrancehowever, ground lease, Tenant shall execute any appropriate certificate or underlying lease. On instrument that Landlord or before the commencement date of this Lease, Landlord shall deliver Interest Holder may request within ten (10) business days after being requested to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectdo so.

Subordination. A. Tenant covenants and agrees with Landlord that this lease shall be Lease Agreement is subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore trust, ground lease and/or security agreement which may now or hereafter placed encumber the Complex or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; provided any such subordination to a mortgage, deed of trust, ground lease and/or security agreement executed after the Effective Date shall be upon the Project express condition that this Lease Agreement shall be recognized by the mortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to secured party under any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on security agreement of the premises is createdremedies provided for by law or by such ground lease, mortgage, deed of trust or a security agreement, Tenant will automatically become the Tenant of such ground lease lessor or underlying lease to which successor in interest without any change in the terms or other provisions of this lease shall be subordinate is entered intoLease Agreement; provided, then this lease shall be subject and subordinate to however, that such encumbrance ground lessor or lease only if Landlord obtains from such mortgagor or lessor a written agreement successor in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease interest shall not be affected (a) bound by any foreclosure or deed payment of Rent for more than one month in lieu advance except prepayments in the nature of foreclosure of, or sale under such encumbrances security for so long as the performance by Tenant performs of its obligations under this lease Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (orb) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the case event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground lease and the holder(s) of any such mortgage or deed of trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to cure or cause to be cured said default within thirty (30) days from the receipt of such notice from Tenant. This Lease Agreement is further subject to and subordinate to all matters of record in ▇▇▇▇▇▇ County, Texas. B. Additionally, within thirty (30) days of the Effective Date of this Lease Agreement, Landlord will use commercially reasonable efforts to cause all mortgagees, lenders, ground lessors and other parties currently holding a security interest affecting the Leased Premises or the Complex to execute a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit L (the “SNDA”). Consequently, if Landlord fails for any reason whatsoever, other than the failure of Tenant to provide Landlord for forwarding to the lender with such information regarding Tenant, its operations, finances, and principals, as the lender may request, or to act reasonably in respect of the proposed wording of the SNDA, or to act expeditiously to execute the SNDA, to obtain and deliver to Tenant the SNDA signed by such lender within thirty (30) days after the Effective Date of this Lease Agreement, Tenant shall have the right, in its sole discretion by written notice to Landlord, to terminate this Lease Agreement at any time prior to Tenant’s receipt of the SNDA executed by such lender. C. Notwithstanding anything to the contrary set forth above, any beneficiary under any deed of trust may at any time subordinate its deed of trust to this Lease Agreement in whole or in part, without any need to obtain Tenant’s consent, by execution of a ground lease or underlying lease, Tenant's rights written document subordinating such deed of trust to the Lease Agreement to the extent set forth in such document and thereupon the Lease Agreement shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease deemed prior to such mortgagedeed of trust to the extent set forth in such document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such document, such deed of trust shall have the same rights with respect to this Lease Agreement as would have existed if this Lease Agreement had been executed, and a memorandum thereof, recorded prior to the execution, delivery and recording of the deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or hereafter affecting other encumbrances, shall be the Projectreceipt by Tenant of a subordination non-disturbance and attornment agreement in the standard form provided by such Superior Holders with such commercially reasonable modifications as Tenant may reasonably request and such Superior Holders consent to, which requires such Superior Holder to accept this Lease, and not to disturb Tenant’s possession, so long as an Event of Default has not occurred and be continuing (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs its obligations under the terms, covenants and conditions of this lease (or, in the case of a ground lease or underlying lease, Lease to be observed and performed by Tenant's rights shall not . Landlord’s interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further 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 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 Tenant hereunder in the manner requested event of any foreclosure proceeding or sale. Tenant shall, within ten (10) business days of request by Landlord from time to time, (i) execute a Nondisturbance and Attornment Agreement reasonably approved by Tenant and Landlord’s mortgagee in favor of any mortgagee of the Building or Project, and (ii) execute any other form of nondisturbance and attornment agreement (or subordination, nondisturbance and attornment agreement, or subordination of the applicable mortgagee’s lien) reasonably required by any mortgagee of the Building or Project which provides comparable nondisturbance protection to Tenant in the event of a foreclosure. At no cost to Landlord, Landlord shall use commercially reasonable efforts to provide Tenant, within sixty (60) days following the full execution and delivery of this lease to such mortgageLease, with a commercially reasonable SNDA from Landlord’s mortgagee holding a first deed of trust, like encumbrance, ground lease, or underlying lease. On or before trust and existing as of the commencement date of this Lease; provided, Landlord however, Landlord’s failure to obtain such SNDA shall deliver to Tenant not be a recordable non-disturbance agreement in favor default under this Lease or affect the validity of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectthis Lease.

Subordination. Tenant agrees PSLT-BLC Holdings and BLC Holdings hereby acknowledge and agree that this lease shall be the Brookdale Lessees' interests under the Property Leases and the Brookdale Lessees' leasehold interests in and to the Facilities are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and subordinate all other respects to the lien of any one or more Facility Mortgages now or hereafter in force and effect upon or encumbering the Provident Lessors' interests in the Facilities, or any portion thereof, and to all collateral assignments by the Provident Lessors to any third party or parties of any of the Provident Lessors' rights under the Property Leases or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of the Provident Lessors to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to, any such mortgage, deed mortgages or assignments, provided that, in connection with any Facility Mortgage (other than the Existing Facility Mortgages) (regardless of trust or like encumbrance heretofore or hereafter whether such Facility Mortgage is a Brookdale Requested Refinancing) placed upon the Project Facilities after the date hereof, PSLT-BLC Holdings shall (or shall cause the premises by Landlord applicable Provident Lessor(s) to) cause the applicable Facility Mortgagee to enter into, execute and deliver a subordination, non-disturbance and attornment agreement substantially similar to the form attached to the Property Leases as Exhibit C or its successors in interest, to secure the payment of monies loaned, interest thereon and/or such other obligations, and this lease also form as shall be subject reasonably acceptable to BLC Holdings, PSLT-BLC Holdings and subordinate to the applicable Facility Mortgagee (the "SNDA"), which SNDA shall acknowledge the subordination of the Property Leases described in this Paragraph 12(e) and shall provide, among other things, that if the Facility Mortgagee or any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent other person acquires title to the execution applicable Facility, so long as the applicable Brookdale Lessee is not in default (beyond the expiration of this leaseany applicable notice and/or grace period) under the applicable Property Lease, a new mortgage, deed the applicable Brookdale Lessee's leasehold estate possession and occupancy of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease applicable Facility shall not be affected by any foreclosure or deed in lieu of foreclosure ofdisturbed, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (orprovided further that BLC Holdings shall cause the Brookdale Lessees to enter into, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating delivery promptly to the requesting party the SNDA in accordance with the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date terms of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering Paragraph 12(e) and the ProjectProperty Leases.

Subordination. This Lease is subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, as well as all renewals, modifications. consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this lease Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to execute, acknowledge and deliver, within five (5) days, any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals. modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances. together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within five (5) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deeds of trust, or leasehold estates. Tenant agrees that if any proceedings are brought for the foreclosure of any mortgage or deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors any deed in interestlieu thereof, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent attorn to the execution of this lease, a new mortgage, deed of trust purchaser or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any successors thereto upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure sale or deed in lieu of foreclosure of, or sale under thereof as so requested to do so by such encumbrances for so long purchaser and to recognize such purchaser as Tenant performs its obligations the lessor under this lease Lease; Tenant shall. within five (or, in the case of a ground lease 5) days after request execute such further instruments or underlying lease, Tenant's rights shall not be affected by any termination of assurances as such lease for so long as Tenant performs its obligations under this lease)purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to execute and deliver, upon demand provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. 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 all instruments reasonably desired by Landlord, subordinating the obligations of the Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. A. Tenant covenants and agrees with Landlord that this lease shall be Lease Agreement is subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore trust, ground lease and/or security agreement which may now or hereafter placed encumber the Complex or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; provided any such subordination to a mortgage, deed of trust, ground lease and/or security agreement executed after the Effective Date shall be upon the Project express condition that this Lease Agreement shall be recognized by the mortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. hi the event of the enforcement by the ground lessor, the trustee, the beneficiary or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to secured party under any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on security agreement of the premises is createdremedies provided for by law or by such ground lease, mortgage, deed of trust or a security agreement, Tenant will automatically become the Tenant of such ground lease lessor or underlying lease to which successor in interest without any change in the terms or other provisions of this lease shall be subordinate is entered intoLease Agreement; provided, then this lease shall be subject and subordinate to however, that such encumbrance ground lessor or lease only if Landlord obtains from such mortgagor or lessor a written agreement successor in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease interest shall not be affected (a) bound by any foreclosure or deed payment of Rent for more than one month in lieu advance except prepayments in the nature of foreclosure of, or sale under such encumbrances security for so long as the performance by Tenant performs of its obligations under this lease Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (orb) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the case event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground lease and the holder(s) of any such mortgage or deed of trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to cure or cause to be cured said default within thirty (30) days from the receipt of such notice from Tenant. This Lease Agreement is further subject to and subordinate to all matters of record in ▇▇▇▇▇▇ County, Texas. B. Additionally, within thirty (30) days of the Effective Date of this Lease Agreement, Landlord will use commercially reasonable efforts to cause all mortgagees, lenders, ground lessors and other parties currently holding a security interest affecting the Leased Premises or the Complex to execute a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit M (the “SNDA”). Consequently, if Landlord fails for any reason whatsoever, other than the failure of Tenant to provide Landlord for forwarding to the lender with such information regarding Tenant, its operations, finances, and principals, as the lender may request, or to act reasonably in respect of the proposed wording of the SNDA, or to act expeditiously to execute the SNDA, to obtain and deliver to Tenant the SNDA signed by such lender within thirty (30) days after the Effective Date of this Lease Agreement, Tenant shall have the right, in its sole discretion by written notice to Landlord, to terminate this Lease Agreement at any time prior to Tenant’s receipt of the SNDA executed by such lender. C. Notwithstanding anything to the contrary set forth above, any beneficiary under any deed of trust may at any time subordinate its deed of trust to this Lease Agreement in whole or in part, without any need to obtain Tenant’s consent, by execution of a ground lease or underlying lease, Tenant's rights written document subordinating such deed of trust to the Lease Agreement to the extent set forth in such document and thereupon the Lease Agreement shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease deemed prior to such mortgagedeed of trust to the extent set forth in such document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such document, such deed of trust shall have the same rights with respect to this Lease Agreement as would have existed if this Lease Agreement had been executed, and a memorandum thereof, recorded prior to the execution, delivery and recording of the deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all easement agreements and covenants, conditions and restrictions recorded against the land underlying the Building Complex, and, subject to the provisions in the immediately following sentence, to all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Real Property, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting leases, require in writing that this Lease be superior thereto; provided, however, that ▇▇▇▇▇▇’s agreement to subordinate this Lease to any future mortgage is conditioned on the Projectholder of such interest entering into a commercially reasonable non-disturbance agreement with Tenant. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure ofsale or deed in lieu thereof if so requested to do so by such purchaser, or sale under and to recognize such encumbrances for so long purchaser as Tenant performs its obligations the lessor under this lease Lease. Tenant shall, within thirty (or30) 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 to any such mortgages, trust deeds, ground leases or underlying leases on the terms as set forth above. 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord shall, on or before the Lease Commencement Date, obtain from the current lender holding a lien on the Real Property as of the date hereof, an SNDA in favor of Tenant with respect to this Lease, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long form attached hereto as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.Exhibit F.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgagefirst mortgage or trust deed, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Building or Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto. Landlord agrees to provide Tenant, within sixty (60) days after written request by Tenant, with commercially reasonable nondisturbance agreements(s) in favor of Tenant from any ground lessors, mortgage holders or hereafter deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the ProjectProject or any portion thereof leased by Tenant (whether now existing or coming into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term) and in consideration of, and as a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon any such foreclosure ofsale or deed in lieu thereof if so requested to do so by such purchaser, or sale under and to recognize such encumbrances for so long purchaser as Tenant performs its obligations the lessor under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)Lease. Tenant agrees to execute and delivershall, upon demand within fifteen (15) days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further instruments or assurances as Landlord or any mortgage holder or deed of trust beneficiary 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 or other typical provisions contained in Subordination, Non-Disturbance and Attornment Agreements. 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 Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying leasesale. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the premises holders of such mortgages, trust deeds or other encumbrances require in writing that this Lease be superior thereto (collectively, the “Superior Holders”). In consideration of Tenant’s agreement to subordinate this Lease to any Superior Holders who come into existence following the date hereof but prior to the expiration of the Lease, Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant an subordination non-disturbance and attornment agreement in a form reasonably acceptable to Tenant provided by such Superior Holders, which requires such Superior Holder to accept this Lease, and not to disturb Tenant’s possession, use and quiet enjoyment of the Premises, so long as a Default has not occurred and be continuing (an “SNDA”), executed by Landlord and the appropriate Superior Holder. Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant an SNDA. Landlord shall have no obligation to incur any expense or take any action whatsoever (other than making the request) in order for Tenant to obtain an SNDA at Tenant’s request, and if such Superior Holders agrees to deliver an SNDA to Tenant, any reasonable, out-of-pocket costs or expense payable to the holder or its successors in interest, to secure counsel or representative for the payment of monies loaned, interest thereon and/or other obligations, and this lease also delivery thereof shall be subject paid by Tenant. Tenant covenants and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu thereof 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, if so requested to do so by such purchaser or lienholder, and to recognize such purchaser or lienholder as the lessor under this Lease, provided such lienholder or purchaser shall agree to accept this Lease and not disturb Tenant’s use, occupancy and quiet enjoyment of foreclosure ofthe Premises, or sale under such encumbrances for so long as a Default has not occurred beyond any applicable cure periods. ▇▇▇▇▇▇▇▇’s interest herein may be assigned as security at any time to any lienholder. Tenant performs its shall, within fifteen (15) business days of request by ▇▇▇▇▇▇▇▇, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages or trust deeds. 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 under this lease (or, of the Tenant hereunder in the case event of a ground lease any foreclosure proceeding or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present ------------- and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoingforegoing to the contrary, Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the Project which comes into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term ("Future Mortgage") in consideration of, and as a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18 ---------- with respect to such Future Mortgage. Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever except as expressly provided for in this Lease, to the lienholder or purchaser or any successors thereto upon any such foreclosure ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs its obligations under the terms, covenants and conditions of this lease (or, in the case of a ground lease or underlying lease, Lease to be observed and performed by Tenant. Landlord's rights shall not interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10 ) days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the manner requested by Landlordsubordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying lease. On leases, provided Tenant has received or before the commencement date of this Lease, Landlord shall deliver to Tenant will receive a recordable non-disturbance commercially reasonable nondisturbance agreement in favor of TenantTenant from any such party requesting such further instruments or assurances. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so in accordance with the requirements with this Lease; 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 obligations of Tenant hereunder in commercially reasonable form, executed by Bank the event of America with respect to its mortgage lien encumbering the Projectany foreclosure proceeding or sale.

Subordination. Subject to the provisions of Section 21.4 (including and expressly conditioned upon Tenant’s receipt of an SNDA (as hereinafter defined) from the holder of a superior mortgage and lessor of a superior lease substantially in the Required SNDA Form (as hereinafter defined)), this Lease, and all rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate in all respects to any mortgageall ground leases, deed overriding leases and underlying leases of trust or like encumbrance heretofore the Land and/or the Building and/or the Premises now or hereafter placed existing and to all mortgages which may now or hereafter affect the Land, the Parking Lot and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. Subject to the provisions of Section 21.4 (including and expressly conditioned upon Tenant’s receipt of an SNDA from the Project holder of a superior mortgage and lessor of a superior lease substantially in the Required SNDA Form), this Section 21.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver any instrument that Landlord, the lessor of any such lease or the premises by Landlord holder of any such mortgage or its any of their respective successors in interestinterest may reasonably request to evidence such subordination (provided that such holder of a superior mortgage or lessor of a superior lease complies with Section 21.4 and provided further that any such instrument is substantially in the form of the Required SNDA Form) within twenty (20) days after such request. The leases to which this Lease is, to secure at the payment of monies loanedtime referred to, interest thereon and/or other obligations, and this lease also shall be subject and subordinate pursuant to any ground lease or underlying lease heretofore or hereafter affecting this Article are hereinafter sometimes referred to as “superior leases,” the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease mortgages to which this lease shall be subordinate is entered intoLease is, then this lease shall be at the time referred to, subject and subordinate are hereinafter sometimes referred to such encumbrance or lease only if Landlord obtains from such mortgagor or as “superior mortgages,” and the lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground superior lease or underlying leaseits successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor.” Landlord represents that, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating there are no superior leases or “ground leases” in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America existence with respect to its mortgage lien encumbering the ProjectProperty.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant performs its obligations under this lease (or, is not in the case of a ground lease or underlying lease, Tenant's rights shall not default hereunder beyond applicable notice and cure periods. ▇▇▇▇▇▇▇▇’s interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within five (5) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the manner requested by Landlordsubordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying lease. On leases, provided that such instruments or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable assurances include customary non-disturbance agreement protection for Tenant. 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 Tenant hereunder in favor the event of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectany foreclosure proceeding or sale.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor agrees in writing to accept this Lease and agrees not disturb Tenant’s occupancy, so long as Tenant timely pays the Rent and observes and performs its obligations under the terms, covenants and conditions of this lease Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (or15) days of request by Landlord, in execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the case subordination or superiority of a this Lease to any such mortgages, trust deeds, ground lease leases or underlying lease, Tenant's rights shall not be affected by any termination of such lease for leases so long as Tenant performs its obligations Tenant’s rights under this lease)Lease are not adversely affected thereby. So long as the requirements of this Section are satisfied, Tenant agrees waives the provisions of any current or future statute, rule or law which may give or purport to execute give Tenant any right or election to terminate or otherwise adversely affect this Lease and deliver, upon demand the obligations of Landlord, any and all instruments reasonably desired by Landlord, subordinating the Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that this lease This Lease, and Tenant’s rights hereunder, shall at all times be subject and subordinate to all mortgages and deeds of trust now existing or hereafter placed on the Building, the Building-Specific Common Areas, the Exterior Common Areas and/or the Land, provided the holder of any mortgage, such mortgage or deed of trust enters into and delivers to Tenant a non-disturbance agreement in form and content reasonably acceptable to Tenant, such holder, Landlord and ▇▇▇▇▇▇ Building Landlord (solely with respect to the portion of the Exterior Common Areas located on the Adjacent Land) whereby such holder agrees that, so long as Tenant is not in default hereunder beyond any applicable notice and cure period, (i) Tenant will not be disturbed in the use or like encumbrance heretofore enjoyment of the Premises, (ii) none of Tenant’s rights under this Lease will be disturbed or hereafter placed upon affected (including the Project or rights of Tenant with respect to the premises by Landlord or its successors in interest, to secure Building-Specific Common Areas and the payment of monies loaned, interest thereon and/or other obligationsExterior Common Areas), and (iii) this lease also Lease shall be subject remain in full force and subordinate effect, notwithstanding any default or foreclosure under any such mortgage or deed of trust. In such case, Tenant shall attorn to the mortgagee, trustee or beneficiary of such mortgage or deed of trust granted by Landlord, and the successor or assign of any ground lease of them, and to the purchaser or underlying lease heretofore or hereafter affecting the Projectassignee under any foreclosure. Notwithstanding the foregoing, in the event that, subsequent to the execution any secured lender of this lease, Landlord or ▇▇▇▇▇▇ Building Landlord holding a new mortgage, mortgage or deed of trust or like encumbrance on the premises is createdon, or a ground lease security interest in, the Building, the ▇▇▇▇▇▇ Building, the Building-Specific Common Areas, the Exterior Common Areas or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (orthe Land may, in the case of a ground lease or underlying leaseits sole discretion, subordinate its interest to Tenant's rights shall not be affected ’s interest in this Lease by any termination written notice of such lease for so long subordination to Tenant. Landlord represents that, as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed Date of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date Execution of this Lease, there is no lien, mortgage or deed of trust on, or security interest in, the Building, the Building-Specific Common Areas, the portion of the Exterior Common Areas located on the Land, the Land or Landlord’s leasehold interest in the Ground Lease. Additionally, by executing the signature page attached to this Lease, (i) Land Owner represents that, as of the Date of Execution of this Lease, there is no lien, mortgage or deed of trust on, or security interest in, Land Owner’s fee simple interest in the Land, (ii) ▇▇▇▇▇▇ Building Landlord shall deliver represents that, as of the Date of Execution of this Lease, there is no lien, mortgage or deed of trust on, or security interest in, the portion of the Exterior Common Areas located on the Adjacent Land or ▇▇▇▇▇▇ Building Landlord’s leasehold interest in the Adjacent Land pursuant to Tenant a recordable non-disturbance agreement the ground lease between ▇▇▇▇▇▇ Building Landlord and Adjacent Land Owner, and (iii) Adjacent Land Owner represents that, as of the Date of Execution of this Lease, there is no lien, mortgage or deed of trust on, or security interest in, Adjacent Land Owner’s fee simple interest in favor the portion of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectAdjacent Land on which the Exterior Common Areas are located.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground leases of the Project and to the lien of any mortgagemortgages or trust deeds, now or hereafter in force against the Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to 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, require in writing that this Lease be superior thereto; provided, however, that a condition precedent to the subordination of this Lease to any future ground or underlying lease or to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the landlord or like encumbrance heretofore lender of such future instrument. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to if any ground lease is terminated, to attorn, without any deductions or underlying lease heretofore set-offs whatsoever, to the purchaser upon any such foreclosure sale, or hereafter affecting to the Projectlessor of such ground 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 lessor under this Lease. Notwithstanding Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the foregoingsubordination or superiority of this Lease to any such mortgages, trust deeds, 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 Lease and the obligations of the Tenant hereunder in the event that, subsequent to of any foreclosure proceeding or sale. Within sixty (60) days after the execution of this lease, a new mortgage, deed of trust Lease (or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long soon thereafter as Tenant performs its obligations under this leasereasonably possible). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant obtain a recordable non-disturbance agreement from the holder of any pre-existing mortgage encumbering the Building in favor of Tenantthe form attached hereto as Exhibit E, in which ▇▇▇▇▇▇ agrees to promptly execute; provided, however, that Landlord agrees to use commercially reasonable form, executed by Bank of America with respect efforts to its mortgage lien encumbering the Projectcause such holder to include changes Tenant reasonably requests in such non-disturbance agreement.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground leases of the Project and to the lien of any mortgagemortgages or trust deeds, now or hereafter in force against the Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to 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, require in writing that this Lease be superior thereto; provided, however, that a condition precedent to the subordination of this Lease to any future ground or underlying lease or to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the landlord or like encumbrance heretofore lender of such future instrument. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to if any ground lease is terminated, to attorn, without any deductions or underlying lease heretofore set-offs whatsoever, to the purchaser upon any such foreclosure sale, or hereafter affecting to the Projectlessor of such ground 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 lessor under this Lease. Notwithstanding Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the foregoingsubordination or superiority of this Lease to any such mortgages, trust deeds, 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 Lease and the obligations of the Tenant hereunder in the event that, subsequent to of any foreclosure proceeding or sale. Within sixty (60) days after the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver use its commercially reasonable efforts to Tenant obtain a recordable non-disturbance agreement in favor from the holder of Tenant, in commercially reasonable form, executed by Bank of America with respect to its any pre-existing mortgage lien encumbering the ProjectBuilding. In the event that Landlord is unable to provide the non-disturbance agreement within said sixty (60) days, then Tenant may at Tenant’s option, directly contact lender and attempt to negotiate for the execution and delivery of a non-disturbance agreement.

Subordination. Provided that Landlord, Tenant agrees and the Underlying Party (defined below) execute a subordination, non-disturbance and attornment agreement in recordable form reasonably acceptable to Tenant and the Underlying Party (and Landlord and Tenant agree that the subordination, non-disturbance and attornment agreement attached hereto as Exhibit "K" is reasonable and a subordination, non-disturbance and attornment agreement which is substantively the same as Exhibit "K" shall be reasonable) this lease Lease is and shall be subject and subordinate to any mortgageand all ground or similar leases which may hereafter affect the Project, deed of trust all mortgages which may hereafter encumber or like encumbrance heretofore or hereafter placed upon affect the Project or and to all renewals, modifications, consolidations, replacements and extensions of any such leases and/or mortgages (the premises by Landlord or its successors in interest"Underlying Documents"); provided, to secure however, that at the payment option of monies loanedany Underlying Party, interest thereon and/or other obligations, and this lease also Lease shall be subject superior to the lease or mortgage of such Underlying Party. Tenant shall execute promptly any subordination, non-disturbance and subordinate attornment agreement or other appropriate certificate or instrument evidencing same reasonably acceptable to Tenant that Landlord may request. In addition, as a part of any non-disturbance agreement, the applicable Underlying Party must agree that the provisions of this Lease governing the application of insurance proceeds and condemnation awards shall be prior to such Underlying Party's ground lease or underlying security documents. As used in this Lease, the term "Underlying Party" shall mean the holder of the Landlord's interest under any ground or similar lease heretofore and/or the mortgagee or hereafter affecting purchaser at foreclosure with respect to any mortgage. Tenant agrees that any Underlying Party may unilaterally subordinate its mortgage or lease to this Lease at any time by filing a notice of such subordination in the ProjectOfficial Public Records of Real Property of the County where the Building is located. Notwithstanding anything to the contrary contained in this Lease, the Underlying Documents shall in all events be subordinate to the terms of the Development Agreement. Without limiting the foregoing, in the event that, subsequent to of the execution termination of this lease, a new mortgage, any ground or similar lease affecting the Project or the enforcement by the trustee or the beneficiary under any mortgage or deed of trust of remedies provided by law or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying leasetrust, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under to terminate this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating Lease set forth in the manner requested by Landlord, this lease Development Agreement shall be binding upon any successor in interest (whether or not the events giving rise to such mortgage, deed of trust, like encumbrance, ground lease, termination occurred prior to or underlying lease. On after such termination or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectenforcement).

Subordination. Tenant agrees 15.1 This Lease and the leasehold estate created hereby are and shall be, at the option and upon written declaration of Landlord, subject, subordinate and inferior to the lien and estate of any liens, trust deeds and encumbrances, and all renewals, extensions or replacements thereof, now or hereafter imposed by Landlord upon the Premises or any part of the Building. Landlord hereby expressly reserves the right, at its option and declaration, to place liens, trust deeds and encumbrances upon and against the Premises and/or any part thereof and/or the Building, superior in lien and effect to this Lease and the estate created hereby. The execution by Landlord and the recording in the Office of the County Recorder of the county in which the Premises are situated, of a declaration that this lease shall be subject Lease and leasehold estate are subject, subordinate and inferior to any mortgagelien, trust deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord upon or its successors against the Premises, and/or any part thereof and/or the Building, shall, of and by itself (in interestfavor of any lienor, mortgagee, beneficiary, trustee or title insurance company insuring the interest of any such person) and without further notice to secure or act or agreement of Tenant, make this Lease and the payment of monies loanedestate created hereby subject, interest thereon and/or other obligations, subordinate and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Projectinferior thereto. Notwithstanding the foregoing, in Tenant agrees, on request of Landlord, to forthwith execute and acknowledge any reasonable subordination agreement or other documents required to establish of record the event that, subsequent to the execution priority of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessorover this Lease, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees and also to execute and deliver, upon demand of deliver to Landlord, promptly on request, any and all instruments reasonably desired by Landlord, subordinating reasonable estoppel certificate or other statement to be furnished to any prospective purchaser or lender against the Premises stating the matters specified in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectArticle 27 hereof.

Subordination. Tenant agrees that Subject to the terms of this lease shall be Article 18, this Lease is subject and subordinate to all present and future ground or underlying leases of the Project and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Project and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds (unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto), provided that with respect to any subordination, the holders of such mortgages or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is createddeeds, or a the lessors under such ground lease or underlying lease leases (as applicable) agree in writing not to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate disturb Tenant’s possession of the Premises or to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement name Tenant in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances enforcement action for so long as no Default by Tenant performs exists hereunder, as provided the next sentence. In consideration of Tenant’s agreement to permit its obligations under interest pursuant to this lease (or, in the case of a Lease to be subordinated to any particular future ground lease or underlying leaselease of the Building or Project or to the lien of any mortgage or trust deed hereafter enforced against the Building or the Project, Tenant's rights shall not be affected by and to any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute renewals, extensions, modifications, consolidations, and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Leasereplacements thereof, Landlord shall deliver to Tenant a recordable non-disturbance agreement (an “SNDA”) executed by the landlord under such ground lease or underlying lease or the holder of such mortgage or trust deed, substantially in favor the form attached hereto as Exhibit J. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn 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 lessor under this Lease, under the terms of any non-disturbance agreement if one shall have been executed by Tenant, in and otherwise pursuant to this sentence. Tenant shall, within ten (10) Business Days of request by Landlord, execute an SNDA and such further customary and commercially reasonable forminstruments as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, executed by Bank trust deeds, ground leases or underlying leases. Tenant waives the provisions of America with respect any current or future statute, rule or law which may give or purport to its mortgage lien encumbering give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Projectobligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees This Lease and Tenant's interest hereunder shall have priority over, and be senior to, the lien of any Mortgage made by Landlord after the date of this Lease. However, if at any time or from time to time during the Term, a mortgagee or prospective mortgagee ("Mortgagee") requests that this lease Lease be subject and subordinate to its mortgage or deed or trust or similar lien ("Mortgage"), and if Landlord consents to such subordination, this Lease and Tenant's interest hereunder shall be subject and subordinate to any mortgagethe lien of such Mortgage and to all renewals, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interestmodifications, to secure the payment of monies loanedreplacements, interest thereon and/or other obligations, consolidations and this lease also shall be subject extensions thereof and subordinate to any ground lease and all advances made thereunder and the interest thereon. Tenant agrees that, within ten (10) business days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any reasonable instrument or underlying lease heretofore other document required by any such Mortgagee to subordinate this Lease and its interest in the Premises to the lien of such Mortgage; provided, however, that Tenant shall not be required to execute any such instrument or hereafter affecting the Project. Notwithstanding the foregoingother document unless it contains a "non-disturbance" provision (i.e., a clause providing that, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu thereof, Mortgagee will not disturb this Lease or Tenant's occupancy of foreclosure of, or sale under such encumbrances for so the Premises as long as Tenant performs its obligations under this lease (oris not in default hereunder). If, in at any time or from time to time during the case Term, a Mortgagee of a ground lease or underlying lease, Tenant's rights Mortgage made prior to the date of this Lease shall not be affected by any termination request that this Lease have priority over the lien of such lease for so long as Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant performs its obligations under this lease). Tenant agrees to execute and delivershall, upon demand within ten (10) business days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.reasonable

Subordination. Tenant agrees that this lease shall be subject and 29.1. This Lease, including but not limited to any option or right of first refusal granted hereby, is subordinate to any ground lease, mortgage, deed of trust or any other security interest now or hereafter affecting the Building, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided, however, that Tenant’s subordination of this Lease to any future ground lessor or holder of a security interest affecting the Building is conditioned upon Tenant’s receipt of a non-disturbance agreement in favor of Tenant from such ground lessor or holder of a security interest. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default after the lapse of any applicable cure periods 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. On or prior to the Commencement Date, Landlord shall obtain a Subordination, Non-Disturbance and Attornment Agreement executed by its lender in favor of Tenant, whereby such lender agrees, among other things, to recognize this Lease and Tenant’s right to quiet possession of the Premises in the event that such lender becomes the owner of the Building through foreclosure or otherwise. Notwithstanding such subordination, any ground lessor, mortgagee, trustee or holder of any other security interest shall have the right, at its election upon written notice to Tenant, to have this Lease be made prior to its ground lease or the lien of its mortgage, deed of trust or other security interest, whether this Lease is dated prior or subsequent to the date of said ground lease, mortgage, deed of trust or other security interest or the date of recording thereof. Upon termination of any ground lease or foreclosure of any mortgage, deed of trust or like encumbrance heretofore other security interest, Tenant shall attorn, without any deductions or hereafter placed upon set offs whatsoever, to the Project or the premises by ground Landlord or its successors in interestany purchaser upon foreclosure. 29.2. Tenant agrees to execute any reasonable documents required to effectuate subordination or attornment, or to secure the payment of monies loaned, interest thereon and/or other obligations, and make this lease also shall be subject and subordinate Lease prior to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new any mortgage, deed of trust or like encumbrance on the premises is createdother security interest, if requested by Landlord or a any ground lease lessor or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case holder of a ground lease mortgage, trust deed or underlying lease, other security interest. Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees ’s failure to execute and deliver, upon such documents within fifteen (15) days after written demand of Landlord, any and all instruments reasonably desired shall constitute a material default by Landlord, subordinating in the manner requested by Landlord, this lease Tenant hereunder without further notice to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting leases, require in writing that this Lease be superior thereto. For the Project. Notwithstanding three (3) month period following the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver use commercially reasonable efforts to Tenant provide Tenant, at Tenant’s sole cost, with a recordable non-disturbance agreement in a commercially reasonable form (an “NDA”) from Landlord’s presently existing lender holding a first deed of trust on the Project. In the event that, notwithstanding Landlord’s use of commercially reasonable efforts to obtain an NDA, Landlord is unable to attain such an NDA in the foregoing three (3) month period, the Tenant shall have the right to contact Landlord’s existing lender directly to try to obtain such an NDA. In the event Landlord’s lender provides such an NDA, then the cost of such NDA shall be shared equally by Landlord and Tenant. Moreover, Landlord’s delivery to Tenant of a commercially reasonable NDA in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 18. 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 commercially reasonable formlieu thereof (or to the ground lessor), executed if so requested to do so by Bank 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 timely pays the rent and observes and performs the TCCs of America with respect this Lease to its mortgage lien encumbering be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Projectsubordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying 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 Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees that (a) Subject to any mortgagee’s or ground lessor’s election, as hereinafter provided for, this lease shall be Lease is subject and subordinate in all respects to all matters of record (including, without limitation, deeds and land disposition agreements), ground leases and/or underlying leases, and all mortgages, any of which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises are a part, or any part of such real property, and/or Landlord’s interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Article 23 shall be self-operative and no further instrument or subordination shall be required. In confirmation of such subordination, Tenant shall execute, acknowledge and deliver promptly any reasonable certificate or instrument that Landlord and/or any mortgagee and/or lessor under any ground or underlying lease and/or their respective successors in interest may request. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of such mortgagee and/or ground lessor, and the failure or refusal of such mortgagee and/or ground lessor to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s withholding its consent or approval. Landlord represents that, as of the Execution Date of this Lease, there are no mortgages affecting the Building. As to any mortgagefuture mortgages, deed ground leases, and/or underlying lease or deeds of trust trust, Landlord shall use reasonable efforts to obtain from the mortgagee, ground lessor or like encumbrance heretofore trustee thereof, as the case may be, a subordination, non-disturbance and attornment agreement in recordable form and in the customary form of such mortgagee, ground lessor, or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also trustee (“Nondisturbance Agreement”). Tenant shall be subject responsible for paying any fees or expenses charged by such mortgagee, ground lessor or trustee in connection with such Nondisturbance Agreement. (b) Any such mortgagee or ground lessor may from time to time subordinate or revoke any such subordination of the mortgage or ground lease held by it to this Lease. Such subordination or revocation, as the case may be, shall be effected by written notice to Tenant and subordinate by recording an instrument of subordination or of such revocation, as the case may be, with the appropriate registry of deeds or land records and to be effective without any further act or deed on the part of Tenant. In confirmation of such subordination or of such revocation, as the case may be, Tenant shall execute, acknowledge and promptly deliver any reasonable certificate or instrument that Landlord, any mortgagee or ground lessor may request. (c) Without limitation of any of the provisions of this Lease, if any ground lessor or mortgagee shall succeed to the interest of Landlord by reason of the exercise of its rights under such ground lease or underlying lease heretofore mortgage (or hereafter affecting the Project. Notwithstanding acceptance of voluntary conveyance in lieu thereof) or any third party (including, without limitation, any foreclosure purchaser or mortgage receiver) shall succeed to such interest by reason of any such exercise or the foregoing, in the event that, subsequent to the execution expiration or sooner termination of this such ground lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered intohowever caused, then this lease shall be subject such successor may, upon written notice and subordinate request to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (orwhich, in the case of a ground lease, shall be within thirty (30) days after such expiration or sooner termination), succeed to the interest of Landlord under this Lease, provided, however, that such successor shall not: (i) be liable for any previous act or omission of Landlord under this Lease; (ii) be subject to any offset, defense, or counterclaim which shall theretofore have accrued to Tenant against Landlord; (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor; or (iv) be bound by any previous modification of this Lease made without the consent of the then-holder of any ground lease or underlying lease, Tenant's rights shall not be affected mortgage (if such consent is required by the terms of such ground lease or mortgage) or by any termination previous payment of Yearly Rent for a period greater than one (1) month, made without such ground lessor’s or mortgagee’s consent where such consent is required by applicable ground lease or mortgage documents. In the event of such succession to the interest of Landlord — and notwithstanding that any such mortgage or ground lease for so long as may antedate this Lease — Tenant performs its shall attorn to such successor and shall ipso facto be and become bound directly to such successor in interest to Landlord to perform and observe all Tenant’s obligations under this lease)Lease without the necessity of the execution of any further instrument, provided that such ground lessor or mortgagee agrees that provided Tenant is not in default under the terms of this Lease beyond all applicable notice and cure periods, it shall not disturb Tenant quiet enjoyment of the Premises. Tenant Nevertheless, ▇▇▇▇▇▇ agrees at any time and from time to time during the Term hereof to execute and delivera reasonable instrument in confirmation of ▇▇▇▇▇▇’s agreement to attorn, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectas aforesaid.

Subordination. To the fullest extent permitted by law, this Lease, the rights of Tenant agrees that under this lease 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 the Project, and (ii) the lien of any mortgage or deed of trust which may now or hereafter exist for which the Building, the Lot, ground leases or underlying leases, any other portion of the Project or Landlord's interest or estate in any of said items is specified as security. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease there is a deed of trust encumbering, and in force against, the Premises (i.e. the Building) in favor of U.S. Bank National Association (the "Current Lender"). If Tenant so requests, within a reasonable period after the parties execute this Lease but in no event later than forty-five (45) days after such request, Landlord shall cause the Current Lender to execute a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit I attached hereto, entitled "Subordination, Non-Disturbance and Attornment Agreement." If Landlord at any mortgage, time during the Term of the Lease causes the Premises and the Building to be encumbered by a new deed of trust or like encumbrance heretofore mortgage pursuant to which the beneficiary of such deed of trust or hereafter placed upon mortgage is a party or entity other than the Project or Current Lender, the premises parties acknowledge and agree that the form of any non-disturbance and attornment agreement that may be requested to be executed and delivered by Tenant in connection therewith will not be the "Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit I, but such agreement will be a commercially reasonable form which will not adversely affect Tenants rights hereunder. Notwithstanding the foregoing, Landlord or its successors in interestany such ground lessor, mortgagee, or any beneficiary shall have the right to secure the payment require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to trust. If any ground lease or underlying lease heretofore terminates for any reason or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, any mortgage or deed of trust or like encumbrance on the premises is created, foreclosed or a ground lease or underlying lease conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to which this lease shall be subordinate is entered intoand become the Tenant of the successor in interest to Landlord, then this lease shall be subject and subordinate to provided such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement successor in form acceptable to such mortgagor or lessor, providing substantially that interest will not disturb Tenant's rights under use, occupancy or quiet enjoyment of the Premises if Tenant is not in material default of the terms and provisions of this lease shall not be affected by Lease beyond any foreclosure applicable notice and cure period. 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 foreclosure ofany 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 sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying leaserefunded to, Tenant's rights . Landlord shall be liable to Tenant for all or any portion of the Security Deposit not be affected by any termination of forfeited by, or refunded to Tenant, until and unless Landlord transfers such lease for so long as Tenant performs its obligations under this lease)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, upon within ten (10) days of a demand of Landlord, any or request by Landlord and all instruments reasonably desired by Landlord, subordinating in the manner form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this lease Lease with respect to any such mortgage, ground leases or underlying leases or the lien of any such mortgage or deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Provided that Tenant agrees and the lessor under any ground or land lease now or hereafter covering all or any part of the Project and/or the Project Land and the holder of any mortgage or deed of trust that may now or hereafter encumber the Project and/or the Project Land enter into a non-disturbance agreement (a "Non-Disturbance Agreement") reasonably satisfactory to Tenant and the lessor under any such ground or land lease or the holder of any such mortgage or deed of trust [which Non-Disturbance Agreement shall specifically include the provisions set forth hereinbelow and (when entered into) shall supersede the provisions of this lease Section 7.8], this Lease and all rights of Tenant under this Lease shall be subject and subordinate to each such ground or land lease and to each such mortgage or deed of trust, as well as to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that, upon request of Landlord, Tenant will enter into the Non-Disturbance Agreement as soon as possible but in no event later than thirty (30) days after Tenant's receipt of Landlord request. Landlord and Tenant agree that the Non-Disturbance Agreement shall include the following provisions: (a) Tenant shall expressly recognize and agree that the lessor under any mortgage, such ground or land lease and the holder of any such mortgage or deed of trust or like encumbrance heretofore any of their successors or hereafter placed upon assigns or any other holder of such instrument may sell the Project or the premises Project Land in the manner provided for by Landlord law or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationssuch instrument, and this lease also such sale shall be made subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoingthis Lease, (b) in the event thatof the enforcement by the lessor under any such ground or land lease or the holder, subsequent to the execution of this leasegrantee, a new mortgage, or trustee under any such mortgage or deed of trust of the remedies provided for by law or like encumbrance on by such land or ground lease, mortgage or deed of trust, Tenant will, as a result of such enforcement, automatically become the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to tenant of such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially grantee or their respective successor(s) in interest as Landlord under the Lease as the result of such enforcement (collectively, the "Successor") without change in the terms or provisions of this Lease and such Successor shall succeed to Landlord's interest in the Project Land or the Project subject to the terms of this Lease; provided, however, that Tenant's rights under this lease such Successor shall not (i) be affected bound by any foreclosure or deed payment of Rent for more than one month in lieu advance except prepayments in the nature of foreclosure of, or sale under such encumbrances security for so long as the performance by Tenant performs of its obligations under this lease Lease, (orii) be subject to any offsets or counterclaims which have accrued to Tenant against Landlord prior to the date of the transfer of title to the Project or the Project Land to such Successor except (A) such Successor shall be bound by the offset provisions contained in Section 2.1(e) hereof with respect to a breach by the Successor, as the new landlord under this Lease, of its obligations under applicable sections referred to in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for Section 2.1(e) so long as Tenant performs such breach occurred by such Successor after the date of transfer of title to the Project to such Successor, (B) such Successor shall be liable for any breach by Landlord of its obligations under this leaseto pay the Improvements Allowance pursuant to Section 2.5 or Delay Payments pursuant to Section 1.2(d)(ii). , even if the offset relates to a period of time prior to the date of transfer of title to the Project, but only to the extent that prior to acquiring title to the Project the Successor received all notices that Tenant agrees was required to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease send to such mortgageSuccessor under Sections 1.2(d), deed 2.1(e), 2.5, 7.1(e) and 10.1 in connection with the sums in question as required by Section 11.1 that accrued prior to the date of trusttransfer of title to the Project, like encumbranceand (C) to the extent (and for the time period) that such Successor continues any breach by the prior Landlord that gives rise to the offset or counterclaim after the date of the transfer of title to the Project to such Successor, ground lease(iii) be bound by any amendment or modification of this Lease made without the written consent of Successor from and after the date on which Successor notified Tenant in writing of its interest, or underlying lease. On (iv) be required to make any capital improvements to the Project or before to the commencement date Leased Premises which Landlord may have agreed to make but had not completed, except to the extent called for or required by the terms of this Lease; and provided further that Tenant's agreement automatically to subordinate and/or become the tenant of Successor is conditioned upon the execution of the Non-Disturbance Agreement, Landlord (c) upon request by Successor, Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for in a form reasonably acceptable to Tenant and Successor, and (d) so long as an Event of Default is not in existence and this Lease or Tenant's right of possession has not been terminated as a recordable nonresult of such Event of Default, that Tenant's use, possession, tenancy, rights, and occupancy hereunder shall remain undisturbed and shall survive any action taken pursuant to the instrument to which this Lease is subordinated. Unless and until a Non-disturbance agreement Disturbance 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 Project Land or the holder of any mortgage or deed of trust that may now encumber the Project may elect at any time to cause their interests in favor the Project Land or the Project to be subordinate and junior to Tenant's interest under this Lease by filing an instrument in the real property records of TenantDallas County, in commercially reasonable formTexas, executed effecting such election and providing Tenant with notice of such election. The Ground Lease entered into by Bank and between HCP Land, L.P., as ground lessor, and Landlord, as ground lessee, of America with respect even date herewith is expressly subordinate to its mortgage lien encumbering the Projectterms of this Lease.

Subordination. Prior to delivery of the Premises to Tenant, Landlord shall deliver to Tenant, and Tenant agrees that this lease executes, a non-disturbance, attornment and subordination agreement substantially in the form of Exhibit H attached hereto or in such other form as is commercially reasonable and is reasonably acceptable to Tenant (the “SNDA”), executed by any current mortgagees, ground lessor, underlying lessor or the like of the Premises, if any. This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto, if and only if, Landlord obtains for the benefit of Tenant from any such mortgagee, ground lessor, underlying lessor or hereafter affecting the Project. Notwithstanding like and delivers to Tenant, and Tenant executes, a new SNDA executed by each such mortgagee, ground lessor, underlying lessor or the foregoing, like in form containing provisions substantially similar to the terms of the SNDA attached hereto as Exhibit H. Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs its obligations under the terms, covenants and conditions of this lease (or, in the case of a ground lease or underlying lease, Lease to be observed and performed by Tenant's rights shall not . Landlord’s interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further 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 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 Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that Subject to the terms of this lease Article 18, this Lease shall be subject and subordinate to all future ground or underlying leases of the Real Property and to the lien of any mortgage"Lender," which in this Lease shall mean any mortgagee under a mortgage or beneficiaries under any trust deeds hereafter in force against the Real Property and the Building, deed of trust or like encumbrance heretofore if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter placed to be made upon the Project security of such mortgages or trust deeds, unless the Lenders or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors or hereafter affecting Lenders, or ground lessors or Lenders who come into existence at any time prior to the Projectexpiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18. Notwithstanding Subject to the foregoingnon-disturbance agreements described above, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure (or deed lieu thereof) of this lease, a new any such mortgage, deed of trust or like encumbrance on the premises is created, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered intoattorn, then this lease shall be subject and subordinate to the lien holder or purchaser or any successors thereto upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure sale (or deed in lieu of foreclosure ofthereof), or sale under to the lessor of such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected as the case may be, if so requested to do so by any termination of such lease for so long purchaser or lessor, and to recognize such purchaser or lessor as Tenant performs its obligations the lessor under this lease)Lease. Tenant agrees to execute and delivershall, upon demand within 10 business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further instruments or assurances as Landlord may reasonably deem necessary, including a Subordination, Nondisturbance and Attornment Agreement or other similar form reasonably required by any lender making a loan secured by the manner requested by LandlordProperty to evidence or confirm the subordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying lease. On or before leases, subject to the commencement date terms of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectArticle 18.

Subordination. (a) Subject to the Tenant agrees that obtaining a non-disturbance agreement as provided in paragraph (d) of this lease Article THIRTEEN from any existing or future mortgagee(s) or underlying lessors, this lease, and all the rights of the Tenant hereunder, are and shall be subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore and all mortgages now or hereafter placed liens either in whole or in part on the building, or the land on which it stands, and also to any and all other mortgages covering other lands or lands and buildings, which may now or hereafter be consolidated with any mortgage or mortgages upon the Project building and the land on which it stands or which may be consolidated and spread to cover the building and such land and any such other lands or lands and buildings, and any extension, renewal or modification of any such mortgages, and to any and all ground or underlying leases which may now or hereafter affect the buildings or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsland on which it stands, and this lease also any extensions, renewals or modifications thereof. This clause shall be subject self-operative and subordinate no further instrument of subordination (other than the non-disturbance agreement referred to above and in paragraph (d) below) shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or underlying lease heretofore the building or hereafter affecting the Projectland on which it stands. Notwithstanding In confirmation of such subordination, the foregoingTenant shall execute promptly any certificate, in recordable form, that the Landlord may reasonably request. 12 246 (b) The Tenant hereby agrees that, in the event that any mortgagee shall succeed to the rights of the Landlord, or if any Landlord of any underlying lease shall succeed to the position of the Landlord under this lease, then the Tenant will recognize such successor Landlord as the Landlord of this lease and pay the rent and attorn to and perform the provisions of this lease for the benefit of any such successor Landlord. No documentation other than this lease shall be necessary to evidence such attornment but the Tenant agrees to execute any documents, in recordable form, reasonably requested by the successor Landlord to confirm such attornment or to otherwise carry out the intent and purposes of this Article THIRTEEN. (c) If, in connection with obtaining financing or refinancing for the building of which the Premises form a part, a lender shall request modifications to this lease as a condition to such financing or refinancing, the Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of the Tenant hereunder or adversely affect the Tenant's leasehold interest. A provision requiring the Tenant to give notices of any defaults by the Landlord to such lender and/or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be reasonably required for such lender to get possession of the building shall not be deemed to increase the Tenant's obligations or adversely affect the Tenant's leasehold interest. In no event shall a requirement that the consent (not to be unreasonably withheld) of any such lender be given for any modification, termination or surrender of this lease be deemed to materially adversely affect the leasehold interest hereby created. (d) Anything herein to the contrary notwithstanding, the Landlord represents and warrants to the Tenant that as of the date of this lease there is no mortgage or superior lease encumbering the Premises. The Landlord, at no cost to Tenant, shall obtain from any future mortgagee or from any future lessor of any underlying lease, an agreement to the effect that, subsequent so long as no Event of Default shall at the time have occurred and be continuing hereunder, the Tenant shall not be made party to any proceeding to foreclose the execution mortgage or to terminate the underlying lease; that the Tenant's possession of the Premises under the term of this lease, shall not be terminated or disturbed as a new mortgageresult of the foreclosure of any mortgage or termination of any underlying lease; that such mortgagee or underlying lessor, deed as the case may be, will recognize the Tenant as the direct tenant of trust such mortgagee or like encumbrance lessor on all of the terms and conditions of this lease subject to the provisions hereinafter set forth; together with such other terms as are customarily contained in a subordination, non-disturbance and attornment agreement (any such agreement from a mortgagee or lessor is called a "Nondisturbance Agreement"). The Tenant agrees it will execute any agreement consistent with the foregoing provisions which may be required to confirm the subordination of this lease subject to the non-disturbance provisions above outlined. In any such agreement the Tenant shall agree that, in the event that the mortgagee shall succeed to the rights of the Landlord herein named, or if any landlord of any underlying lease shall succeed to the position of the Landlord under this lease, then the Tenant will recognize such successor landlord as the Landlord of this lease and pay the rent and attorn to and perform the provisions of this lease for the benefit of any such successor Landlord. (e) Any Nondisturbance Agreement may be made on the premises is createdcondition that, and the Tenant hereby agrees that, neither the mortgagee nor the lessor, as the case may be, nor anyone claiming by, through or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to under such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor mortgagee or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of may be, including a ground lease or underlying leasepurchaser at a foreclosure sale, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.be:

Subordination. Tenant agrees that this lease shall be 21.1 This Lease is subject and subordinate to any mortgagethe lien, deed provisions, operation and effect of trust all mortgages, deeds of trust, ground leases or like encumbrance heretofore other security instruments that now or hereafter placed upon might encumber the Project Building or the premises by Landlord or its successors in interestLand (individually, each a "Mortgage" and collectively, "Mortgages"), to secure the payment of monies loaned, interest thereon and/or other obligationsall funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or refinancings thereof. The holder of any Mortgage to which this lease also Lease is subordinate shall be have the right (subject and subordinate to any ground lease required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such Mortgage, and Tenant shall execute, acknowledge and deliver all confirming documents required by such holder. 21.2 In confirmation of the foregoing subordination, Tenant at Landlord's request shall execute promptly any requisite or underlying lease heretofore appropriate document. Tenant appoints Landlord as Tenant's attorney-in-fact to execute any such document for Tenant if Tenant fails to execute same within ten (10) days after request therefor. Tenant waives the provisions of any statute or rule of law now or hereafter affecting the Project. Notwithstanding the foregoing, in effect that might give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event thatany such foreclosure proceeding is prosecuted or completed or in the event the Land, subsequent to the execution of this lease, Building or Landlord's interest therein is sold at a new mortgage, deed of trust foreclosure sale or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure offoreclosure. If this Lease is not extinguished upon such sale or by the purchaser following such sale, or sale under then, at the request of such encumbrances for so long purchaser, Tenant shall attorn to such purchaser and shall recognize such purchaser as Tenant performs its obligations the landlord under this lease Lease. Upon such attornment, such purchaser shall not be (ora) bound by any payment of the Base Rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord or (d) subject to any offsets or defenses that Tenant might have against any prior landlord. Within five (5) days after receipt, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 21.3 If Landlord's current lender providing financing secured by the Building requires as a condition of its financing of the Building that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not affect adversely in a material manner Tenant's use of the case of a ground lease Premises permitted under this Lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations or economic benefits provided under this lease)Lease and (c) do not increase the rent and other sums to be paid by Tenant, then Landlord may submit to Tenant an amendment to this Lease incorporating such modifications. Tenant agrees shall execute, acknowledge and deliver such amendment to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectwithin five (5) days after receipt.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto (collectively, the "Superior Holders"). Landlord represents to Tenant that as of the date of this Lease the Project is not encumbered by a deed of trust. However, in consideration of and a condition precedent to Tenant's agreement to subordinate this Lease to any future mortgage, trust deed or hereafter affecting other encumbrances, shall be the Projectreceipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form (a "SNDA") executed by Landlord and the appropriate Superior Holder. Notwithstanding the foregoingPursuant to such SNDA, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure 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), and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, and such lienholder or purchaser or ground lessor shall agree to accept this Lease and perform the obligations of foreclosure ofLandlord hereunder (including, without limitation, the funding of the Improvement Allowance (or sale under such encumbrances in the alternative, the recognition of Tenant's right to offset rent for failure of Landlord to pay the Improvement Allowance as provided in Section 2 of the Work Letter)), and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs its obligations under the terms, covenants and conditions of this lease (or, in the case of a ground lease or underlying lease, Lease to be observed and performed by Tenant. Landlord's rights shall not interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further 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 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 Tenant hereunder in the manner requested by Landlord, this lease event of any foreclosure proceeding or sale. Landlord represents to such mortgage, deed Tenant that there are not any Superior Holders as of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that 25.01. Provided and only so long as the so-called non-disturbance agreements referenced in Section 25.06 are in full force and effect and subject to the provisions of Section 25.06 hereof, this lease Lease is and shall be subject and subordinate to any mortgage, deed the Ground Lease (as hereinafter defined) and all ground or underlying leases which may hereafter affect the real property of trust or like encumbrance heretofore which the demised premises form a part and to all mortgages which may now or hereafter placed affect such leases or such real property, and to all renewals, modifications, replacements and extensions thereof. The provisions of this Section 25.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument, in recordable form if required, that Landlord, the lessor of the ground or underlying lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. 25.02. In the event of a termination of any ground or underlying lease where the ground lessor has provided to Tenant a so-called non-disturbance agreement as set forth in Section 25.06 hereof, 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 where the mortgagee has provided to Tenant a so-called non-disturbance agreement as set forth in Section 25.06 hereof, or if the holder of any mortgage acquires a lease in substitution therefor where the mortgagee has provided to Tenant a so-called non-disturbance agreement as set forth in Section 25.06 hereof, then Tenant under this Lease will, at the option to be exercised in writing by the lessor under such ground or underlying lease or such mortgagee or purchaser, assignee or lessee, as the case may be, either (i) attorn to it on the then-executory terms and conditions of this Lease for the remainder of the term provided such successor is entitled to possession of the demised premises and will perform for its benefit all the terms, covenants and conditions of this Lease on 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. The foregoing provisions of clause (i) of this Section 25.02 shall enure to the benefit of such lessor, mortgagee, purchaser, assignee or lessee, shall be self-operative upon the Project or the premises by Landlord or its successors in interest, to secure the payment exercise of monies loaned, interest thereon and/or other obligationssuch option, and no further instrument snail be required to give effect to said provisions. Tenant, however, upon demand of any such lessor, mortgagee, purchaser, assignee or lessee agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this lease also shall be subject and subordinate Section 25.02, reasonably satisfactory to any such lessor, mortgagee, purchaser, assignee or lessee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. 25.03. Anything herein contained to the contrary notwithstanding, under no circumstances shall the aforedescribed lessor under the ground lease or underlying lease heretofore mortgagee or hereafter affecting purchaser, assignee or lessee, as the Projectcase may be, whether or not it shall have succeeded to the interests of the landlord under this Lease, be (a) liable for any act, omission or default of any prior landlord provided, however, that the foregoing provisions of this subsection 25.03(a) shall not be deemed to exculpate the successor landlord from the obligation to cure any condition in the Building which continues to give rise to a default after the date the successor landlord acquires its interest; or (b) subject to any offsets, claims or defenses which the Tenant might have against any prior landlord other than the abatements provided in Section 1.01 hereof or otherwise as expressly set forth in this Lease; or (c) bound by any fixed annual 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 (d) bound by any modification, amendment or abridgment of the Lease, or any cancellation or surrender of the same, made without its prior written approval except with respect to any cancellation or surrender of this Lease made pursuant to any express right expressly set forth in this Lease. 25.04. Notwithstanding If, in connection with the foregoingfinancing 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 such modifications do not (i) increase the monetary obligations of Tenant or (ii) except to a de minimis extent (A) increase the non-monetary obligations of Tenant hereunder or (B) decrease the rights of Tenant or the obligations of Landlord hereunder. 25.05. Tenant agrees that, except for the first month's rent hereunder, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, and, in the event thatof any act or omission by Landlord, subsequent Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the execution ground lessor and to the holder of this lease, a new mortgage, deed of trust or like encumbrance any mortgage on the premises is created, fee or a the ground lease who shall have furnished such lessor's or underlying holder's last address to Tenant, and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy to completion or cause to be remedied to completion such act or omission. Tenant shall not exercise any right pursuant to this Section 26.02 if the holder of any mortgage or such aforesaid lessor commences to cure such aforesaid act or omission within a reasonable time and diligently prosecutes such cure thereafter. (a) Landlord represents that (i) the only superior lease currently affecting the Land or the Building is that certain lease dated July 1, 1964 between PARK 25TH ASSOCIATES, as landlord, and ▇▇▇▇▇ ▇▇▇▇▇, as tenant, and which lease was assigned by ▇▇▇▇▇ ▇▇▇▇▇ to 345 PARK SOUTH ASSOCIATES by assignment dated July 1, 1964 and which lease was further assigned by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSOCIATES to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ PARTNERSHIP by assignment dated June 30, 1982, and which lease was further assigned by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ PARTNERSHIP to Landlord's predecessor-in-interest The Armory Building Limited Partnership, by assignment dated May 20, 1985, as amended by a First Amendment of Lease dated May, 1989 between Park 25th Associates, as landlord and The Armory Building Limited Partnership, Landlord's predecessor-in-interest, as tenant (herein called the "Ground Lease"); (ii) there are no leasehold mortgages currently affecting Landlord's interest as tenant under the Ground Lease; and (iii) there are no mortgages currently affecting the fee interest in the Land and Building other than a mortgage held by the lessor under the Ground Lease. Landlord shall use reasonable efforts to obtain a so-called non-disturbance agreement from the lessor under the Ground Lease (in the form annexed hereto as Schedule H hereof), and Tenant hereby agrees to pay any reasonable attorneys' fees of the lessor under the Ground Lease actually charged to Landlord pursuant to the Ground Lease in connection with obtaining such non-disturbance agreement. If Landlord shall fail to obtain any such non-disturbance agreement within thirty (30) days from the date hereof, Tenant may terminate this lease by providing notice thereof to Landlord within fifteen (15) days after the expiration of said 30-day period and this lease shall be subordinate is entered intoterminate as of the fifth (5th) Business Day following the giving of Tenant's notice and Landlord shall return to Tenant the Security Deposit and the first full month's rent submitted to Landlord hereunder, then unless Landlord shall have obtained and delivered to Tenant such non-disturbance agreement within such five (5) Business Day period. (b) With respect to future leasehold mortgages affecting Landlord's interest in the Ground Lease and future ground and underlying leases, the subordination of this lease Lease to such future leasehold mortgages and future ground leases shall be subject conditioned upon the execution and subordinate to delivery by and between Tenant and any such encumbrance or lease only if Landlord obtains from such mortgagor mortgagee or lessor of a written so-called non-disturbance agreement in a form acceptable customarily used by such mortgagee or lessor provided same shall contain provisions no more onerous to such mortgagor or lessorTenant (except to a de minimis extent) than, providing substantially that Tenant's rights under this lease and shall not be affected by any foreclosure or deed in lieu as beneficial to Tenant as, the provisions of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease Schedule L annexed hereto (or, in the case of a mortgagees) or Schedule H annexed hereto (in the case of ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this leaselessors). Tenant agrees to execute such agreements and deliverreturn same to Landlord within twenty (20) days after Landlord's written request therefor. If Tenant shall fail to execute, upon demand acknowledge and return any such agreement within such twenty (20) day period, then Landlord may send a notice to Tenant indicating that, as of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlordtenth (10th) day following such second notice, this lease Lease shall be subordinate to such mortgagefuture leasehold mortgages or future leases, deed as the case may be, pursuant to the terms and conditions of trustsuch agreement, like encumbranceand Tenant shall be deemed to have executed and delivered such agreement to the lessor or mortgagee requesting such execution, ground lease, or underlying lease. On or before notwithstanding the commencement date of this Lease, Landlord shall deliver to fact that Tenant a recordable non-disturbance agreement in favor of Tenanthas not, in commercially reasonable formfact, executed by Bank and delivered such agreement. If Tenant shall fail to execute, acknowledge and return any such agreement within such ten (10) day period then the provisions of America with respect to its mortgage lien encumbering the Projectforegoing sentence shall apply.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting leases, require in writing that this Lease be superior thereto (collectively, the Project. Notwithstanding “Superior Holders”); provided, however, (a) Landlord represents that there are no Superior Holders as of the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this LeaseLease and (b) in connection with any future Superior Holders, Landlord shall deliver to Tenant a recordable commercially reasonable subordination non-disturbance and attornment agreement executed by such Superior Holder (an “SNDA”) (which requires such Superior Holder to, among other things, accept this Lease, and not to disturb Tenant’s possession, so long as no default, beyond any applicable notice and cure period, is then in favor existence). 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, in so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant (beyond any applicable notice and cure periods). Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further commercially reasonable forminstruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, executed by Bank trust deeds, ground leases or underlying leases. Tenant waives the provisions of America with respect any current or future statute, rule or law which may give or purport to its mortgage lien encumbering give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Projectobligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees that Subject to the nondisturbance provisions in Section 11.02 below, this lease Lease is and shall be subject and subordinate to any and all ground or similar leases affecting the Project, and to all mortgages, deeds of trust, and security agreements that may now or hereafter encumber or affect all or any part of the Project, the Land, the Building, or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages, deeds of trust and/or security agreements. This clause shall be self-operative and no further instrument of subordination need be required by any owner or holder of such ground lease, mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)security agreement. Tenant agrees to execute and deliverreturn any estoppel certificate, upon demand of Landlord, any and all instruments consent or agreement reasonably desired by Landlord, subordinating in the manner requested by Landlordany such lessor, mortgagee, trustee or secured party in connection with this lease to such mortgage, deed Section 11.01 within twenty (20) days after receipt of trust, like encumbrance, ground lease, or underlying leasesame. On or before Any breach of the commencement date preceding sentence by Tenant shall constitute a "Default" under Section 13.01 of this Lease. If any mortgagee of Landlord secured by a lien on the Project, any lessor to Landlord under a ground lease of the Project, or any secured party under a security agreement encumbering the interest of Landlord shall deliver request it and provide Tenant with an address for notices, Tenant shall provide to such mortgagee, lessor or secured party written notice of any default or breach by Landlord simultaneously with any such notice provided to Landlord and such addressee will have the same cure rights and periods as provided to Landlord hereunder prior to the exercise of any rights and/or remedies of Tenant a recordable non-disturbance agreement in favor hereunder or under applicable law arising out of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsuch default or breach.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to 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; provided, however, that a condition precedent to such subordination as to future mortgages, trust deeds or other encumbrances shall be that Landlord obtains from the lender a non-disturbance agreement (“SNDA”) in favor of Tenant in form and substance reasonably acceptable to Tenant. Subject to Tenant’s receipt of the SNDA, 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, subject to the terms of the SNDA. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) 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 to any such mortgages, trust deeds, ground leases or underlying 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 Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord shall use its commercially reasonable efforts to obtain, within thirty (30) days after the mutual execution of this Lease, a non-disturbance agreement from any existing lienholder or ground lessor in form and substance reasonably acceptable to Tenant, and which agreement shall provide that so long as Tenant is not in Default hereunder which Default would otherwise give Landlord the right to terminate Tenant’s tenancy hereunder, Tenant’s use and possession of the Premises shall not be disturbed in the event of a foreclosure under any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease lien to which this lease shall be subordinate Lease is entered intohereafter subordinate; provided, then this lease shall be subject and subordinate to such encumbrance or lease only however, if Landlord obtains from is unable to obtain such mortgagor or lessor a written an agreement in form acceptable to such mortgagor or lessorafter the exercise of its commercially reasonable efforts, providing substantially that Tenant's rights under this lease Lease shall not be affected by any foreclosure void or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights voidable nor shall not Landlord be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver liable to Tenant as a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectresult thereof.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require in writing that this Lease be superior thereto (collectively, the "Superior Holders"); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any mortgage, trust deed or hereafter affecting other encumbrances shall be the Projectreceipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form and with terms and conditions consistent with similar agreements then being provided to tenants of comparable space to the Premises in First Class Life Science Projects, which requires such Superior Holder to accept this lease, and not to disturb tenant’s possession, so long as Tenant is not in default beyond applicable notice and cure periods (a "SNDAA"). Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree (in a written document signed by such lienholder or purchaser or ground lessor) to accept this Lease and not disturb Tenant's occupancy, so long as Tenant performs its obligations under this lease (or, is not in the case of a ground lease or underlying lease, Tenantdefault beyond applicable notice and cure periods. Landlord's rights shall not interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the manner requested by Landlordsubordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying leaseleases. On or before Conversely, at Tenant's request, Landlord shall diligently seek an SNDAA from its Superior Holders and, by execution of this Lease, Tenant requests Landlord to do so with respect to any existing Superior Holders as of the commencement date of this Lease. Tenant’s failure to timely execute, acknowledge and deliver a SNDAA or other instrument requested by Landlord under this Article 18 shall deliver not constitute a default of Tenant under this Lease unless Landlord delivers to Tenant a recordable nonsecond written notice pursuant to Section 19.1.4, below, indicating that Tenant is in default for its failure to timely deliver the executed SNDAA, and such default shall become an Event of Default if such Tenant-disturbance agreement executed SNDAA is not received by Landlord within ten (10) business days following Tenant’s receipt of such second notice. 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 Tenant hereunder in favor the event of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectany foreclosure proceeding or sale.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or deeds of trust, now or hereafter in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or deed of trust, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto; provided, however, that the subordination of this Lease to any mortgage or deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore is subject to Tenant's receipt of a commercially reasonable non-disturbance agreement from the holder of such mortgage or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on such ground or underlying lease. Tenant covenants and agrees in the premises is createdevent any proceedings are brought for the foreclosure of any such mortgage, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered intoattorn, then this lease shall be subject and subordinate without any deductions or set-offs whatsoever, to the purchaser upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofsale, or sale under to the lessor of such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease 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 lessor under this Lease, provided that such purchaser or lessor agrees that Tenant's rights use and possession of the Premises pursuant to the terms of this Lease shall not be affected by any termination of such lease for disturbed so long as Tenant performs its obligations under this lease)there is no continuing Event of Default. Tenant agrees to execute and delivershall, upon demand within fifteen (15) Business Days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further 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. So long as Tenant's right to quiet enjoyment of the Premises is not disturbed, 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 Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying leasesale. On or before the commencement date of this Lease, Landlord shall deliver provide to Tenant a recordable commercially reasonable non-disturbance agreement from the holder of the existing deed of trust on the Real Property prior to execution of this Lease by both parties hereto, provided that Tenant executes such subordination, non-disturbance and attornment agreement ("SNDA") as may be required by such lender in favor of form reasonably acceptable to Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are ------------- and shall be subject and subordinate to the interests of (i) all present and future ground leases and master leases of all or any mortgagepart of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or like encumbrance heretofore or hereafter placed upon beneficiary is hereinafter referred to as a "Mortgagee") shall have the Project or the premises right to elect, by Landlord or its successors in interestwritten notice given to Tenant, to secure the payment of monies loaned, interest thereon and/or other obligations, and have this lease also shall be subject and subordinate Lease made superior in whole or in part to any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgagemaster lease, mortgage or deed of trust (or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17. 1. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.1, a "Successor Landlord") shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease (except continuing defaults); (b) not be subject to any offsets which Tenant might have been able to assert against Landlord or its predecessors, if any, prior 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 under the Lease unless the same shall have actually been deposited with such Successor Landlord; (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 ability to terminate this Lease as a result of such Landlord default; (e) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (f) not be bound by any amendment or modification of the Lease or any cancellation of the same made without Successor Landlord"s prior written consent; (g) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord's interest, and (h) not be bound by any obligation under the Lease to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease only if shall be non- recourse as to any assets of such Successor Landlord obtains from such mortgagor or lessor a written agreement other than its interest in form acceptable to such mortgagor or lessorthe Building and its related improvements. Not withstanding the foregoing, providing substantially that Tenant's rights under Subordination shall only be effective as to the extent that the future Mortgagee agrees that this lease Lease shall not be affected survive the termination of the Mortgagee"s interest by any lapse of time, foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for otherwise so long as Tenant performs its obligations is not in default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting leases (collectively, "Lenders"), require in writing that this Lease be superior thereto. Landlord's delivery to Tenant of commercially reasonable non-disturbance agreement(s) (the Project"Nondisturbance Agreement") in favor of Tenant from any Lenders who come into existence following the date hereof but prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the terms and conditions of this Article 18. Notwithstanding the foregoing, Tenant covenants and agrees in the event thatany proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), subsequent to attorn, without any deductions or set-offs whatsoever (except for any rights to rent abatement and rights to offset rent expressly set forth in this Lease), to the Lender upon any such foreclosure sale or deed in lieu thereof, if so requested to do so by such Lender, and to recognize such Lender as the lessor under this Lease, provided such Lender shall agree to accept this Lease (including, without limitation, Landlord’s obligations to fund the Tenant Improvement Allowance in accordance with the Tenant Work Letter) and not disturb Tenant's occupancy, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) 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 to any such mortgages, trust deeds, ground leases or underlying leases. Subject to Tenant's receipt of the Nondisturbance Agreement described herein, 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Concurrently with the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject Lease by Tenant and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver provide to Tenant a recordable nonthe Nondisturbance Agreement in Exhibit H attached hereto executed and notarized by the existing mortgagee for the Building and Landlord. 788288.01/WLA 375755-disturbance agreement in favor of Tenant00007/8-9-18//ejw -31- C▇▇▇▇▇▇ HIGHLINE 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [Building 2] Roku, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.Inc.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, leases require in the event writing that this Lease be superior thereto; provided that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (oris not in default hereunder, in ▇▇▇▇▇▇’s occupancy of the case of a ground lease or underlying lease, Tenant's rights Premises shall not be affected disturbed. Tenant covenants and agrees that 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 any termination of such lease purchaser or lienholder or ground lessor; provided that, for so long as Tenant performs its is not in default hereunder, ▇▇▇▇▇▇’s occupancy of the Premises shall not be disturbed. Notwithstanding any other provision of this Lease to the contrary, no holder of any such mortgage, trustee deed or other encumbrance and no such ground lessor, shall be obligated to perform or liable in damages for failure to perform any of Landlord’s obligations under this lease)Lease unless and until such holder shall foreclose such mortgage, trust deed or other encumbrance, or the lessors under such ground lease or underlying leases otherwise acquire title to the Property, and then shall only be liable for Landlord’s obligations arising or accruing after such foreclosure or acquisition of title, provided the foregoing shall not release any such holder or ground lessor from performing ongoing obligations of Landlord from and after the date of such foreclosure or acquisition of title, such as repair and maintenance obligations. No such holder shall ever be obligated to perform or be liable in damages for any of Landlord’s obligations arising or accruing before such foreclosure or acquisition of title. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute a commercially reasonable subordination, non-disturbance and attornment agreement 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 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 Tenant hereunder in the manner requested event of any foreclosure proceeding or sale. ▇▇▇▇▇▇▇▇’s interest herein may be assigned as security at any time to any Mortgagee. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee or ground lessor), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this lease Lease subsequent to such mortgage, deed or by any previous prepayment of trustRent for more than one (1) month, like encumbrancewhich was not approved in writing by the Mortgagee, ground lease(v) liable beyond such Mortgagee’s interest in the Project, or underlying lease(vi) responsible for the payment or performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant or for the payment of any tenant improvements allowances. On or before Nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the commencement interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of this Leasesuch succession. No Mortgagee shall, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor either by virtue of Tenant, in commercially reasonable form, the Mortgage or any assignment of leases executed by Bank Landlord for the benefit of America with respect such Mortgagee, be or become a mortgagee in possession or be or become subject to its mortgage lien encumbering any liability or obligation under the ProjectLease or otherwise until such Mortgagee shall have acquired the interest of Landlord in the -44- Property, by foreclosure or otherwise, or in fact have taken possession of the Property as a mortgagee in possession and then such liability or obligation of Mortgagee under the Lease shall extend only to those liability or obligations accruing subsequent to the date that such Mortgagee has acquired the interest of Landlord in the Premises, or in fact taken possession of the Property as a mortgagee in possession.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within thirty (30) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, ground lease, to attorn to the purchaser or underlying lease. On any successors thereto upon any such foreclosure sale or before deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the commencement date of lessor under this Lease; Tenant shall, Landlord shall deliver within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant a recordable non-disturbance agreement and Tenant shall provide such mortgagee or deed of trust beneficiary, after receipt of such notice, the same amount of time provided to Landlord under this Lease within which to cure any such default. Tenant waives the provisions of any current or future statute, rule of 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 Tenant hereunder in favor the event of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectany foreclosure proceeding or sale.

Subordination. To the fullest extent permitted by law, this Lease, the rights of Tenant agrees that under this lease Lease and Tenant’s leasehold interest shall be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting any mortgageBuilding or any other portion of the Project, and (ii) the lien of any mortgage or deed of trust or like encumbrance heretofore which may now or hereafter placed upon exist for which any Building, ground leases or underlying leases, any other portion of the Project or Landlord’s interest or estate in any of said items is specified as security. Notwithstanding the premises by foregoing, Landlord or its successors in interestany such ground lessor, mortgagee, or any beneficiary shall have the right to secure the payment require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to trust. If any ground lease or underlying lease heretofore terminates for any reason or hereafter affecting any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, whether with respect to a present or a future ground lease, underlying lease, mortgage or deed of trust, Tenant shall attorn to and become the ProjectTenant of the successor in interest to Landlord, provided such successor in interest will not disturb Tenant’s use, occupancy or quiet enjoyment of the Premises if Tenant is not in default of the terms and provisions of this Lease beyond any notice and applicable cure period set forth herein. Notwithstanding 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, except as specifically set forth in this Lease; (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 the foregoingLetter of Credit if not actually received by such successor in interest to the extent the Letter of Credit and/or any proceeds therefrom has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Letter of Credit and/or any proceeds therefrom not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Letter of Credit and/or any proceeds therefrom 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) business days after receipt of a written demand or request by Landlord and in the event thatform (which shall be commercially reasonable) requested by Landlord, subsequent to ground lessor, mortgagee or beneficiary, any additional documents evidencing the execution priority or subordination of this lease, a new mortgage, Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant’s agreement to subordinate this Lease to any existing or future ground or underlying lease or any existing or future deed of trust or like encumbrance on mortgage pursuant to the premises foregoing provisions of this Section 15 is created, or a ground lease or underlying lease conditioned upon Landlord delivering to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to Tenant from the holder of any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of trust,(i) a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable commercially reasonable non-disturbance agreement (reasonably satisfactory to the parties thereto) agreeing, among other things, that Tenant’s right to possession of the Premises pursuant to the terms and conditions of this Lease shall not be disturbed provided Tenant is not in favor default under this Lease beyond the applicable notice and cure periods hereunder, and (ii) otherwise complying with the provisions of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectSection 2.1(d) above (an “SNDA”).

Subordination. Tenant A. Lessee covenants and agrees with Lessor that this lease shall be Lease Agreement is subject and subordinate to any mortgage, deed of trust or like encumbrance heretofore trust, ground lease and/or security agreement which may now or hereafter placed upon encumber the Project Building or any interest of Lessor therein and/or the premises by Landlord or its successors in interest, to secure contents of the payment of monies loaned, interest thereon and/or other obligationsBuilding, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance advances made on the premises is created, or a ground lease or underlying lease security thereof and to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired increases, renewals, modifications, consolidations, replacements and extensions thereof; provided that such subordination is subject to non-disturbance of Lessee’s leasehold interest hereunder by Landlord, subordinating in the manner requested by Landlord, this lease successors-in-interest to Lessor under any such mortgage, deed of trust, like encumbrance, ground lease or security interest. This clause shall be self-operative and no further instrument of subordination and non-disturbance need be required by any owner or holder of any such ground lease, mortgage, deed of trust or underlying leasesecurity agreement. On or before the commencement date In confirmation of this Lease, Landlord shall deliver to Tenant a recordable such subordination and non-disturbance however, at Lessor’s request Lessee shall execute promptly any certificate or instrument that Lessor may reasonably request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease , mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Lessee will automatically become the Lessee of such ground lessor or successor in favor interest without any change in the terms or other provisions of Tenantthis Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be (a) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Lessee of its obligations under this Lease Agreement, (b) liable for any previous act or omission of the Lessor, (c) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Lessee against the Lessor, (d) required to account for any security deposit of Lessee other than any security deposit actually delivered to lender by Lessor and (e) responsible for any monies owing by Lessor to Lessee. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Lessee shall execute and deliver an instrument or instruments confirming and evidencing the attornment and non-disturbance herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in commercially reasonable formthe event of any default by Lessor in performing its covenants or obligations hereunder which would give Lessee the right to terminate this Lease Agreement, executed Lessee shall not exercise such right unless and until (a) Lessee gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground lease and the holder(s) of any such mortgage or deed of trust or security agreement who has theretofore notified Lessee in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to cure or cause to be cured said default within thirty (30) days from the receipt of such notice from Lessee. This Lease Agreement is further subject to and subordinate to all matters of record in ▇▇▇▇▇▇ County, Texas effective as of the Commencement Date of this Lease Agreement. B. Notwithstanding anything to the contrary set forth above, any beneficiary under any deed of trust may at any time subordinate its deed of trust to this Lease Agreement in whole or in part, without any need to obtain Lessee’s consent, by Bank execution of America a written document subordinating such deed of trust to the Lease Agreement to the extent set forth in such document and thereupon the Lease Agreement shall be deemed prior to such deed of trust to the extent set forth in such document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such document, such deed of trust shall have the same rights with respect to its mortgage lien encumbering this Lease Agreement as would have existed if this Lease Agreement had been executed, and a memorandum thereof, recorded prior to the Projectexecution, delivery and recording of the deed of trust.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new any such mortgage, deed of trust or like encumbrance on the premises is created, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered intoattorn, then this lease shall be subject and subordinate without any deductions or set-offs whatsoever, to the purchaser upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofsale, or sale under to the lessor of such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected as the case may be, if so requested to do so by any termination of such lease for so long purchaser or lessor, and to recognize such purchaser or lessor as Tenant performs its obligations the lessor under this lease)Lease. Tenant agrees shall, within ten (10) 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 to any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating deliver in the manner requested by Landlordname of Tenant any such instrument or instruments if Tenant fails to 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 to such mortgage, deed Lease and the obligations of trust, like encumbrance, ground lease, the Tenant hereunder in the event of any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof-, provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, ground leaseto attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. In the event of a foreclosure of any such mortgage or deed of trust or any other action or proceeding for the enforcement thereof, or underlying leasefor any sale thereunder, this Lease will not be terminated or extinguished, nor will the rights of possession of Tenant hereunder be disturbed, if Tenant is not then in default under this Lease beyond any notice and cure periods. On Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or before the commencement date deed of this Lease, Landlord shall deliver trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formtime after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering the ProjectTenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoingforegoing to the contrary, Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the Project which comes into existence at any time after the date of execution of this Lease but prior to the expiration of the Lease Term ("Future Mortgage") in consideration of, and as a condition precedent to, Tenant's agreement to be bound by the terms of this Article 18 with respect to such Future Mortgage. Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs its obligations under the terms, covenants and conditions of this lease (or, in the case of a ground lease or underlying lease, Lease to be observed and performed by Tenant. Landlord's rights shall not interest herein may be affected by assigned as security at any termination of such lease for so long as Tenant performs its obligations under this lease)time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the manner requested by Landlordsubordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying lease. On leases, provided Tenant has received or before the commencement date of this Lease, Landlord shall deliver to Tenant will receive a recordable non-disturbance commercially reasonable nondisturbance agreement in favor of TenantTenant from any such party requesting such further instruments or assurances. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, provided that such authorization shall in commercially reasonable formno way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering Tenant hereunder in the Projectevent of any foreclosure proceeding or sale.

Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees that to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this lease shall Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, deed mortgages or deeds of trust or like encumbrance heretofore or which may hereafter placed upon be executed covering the Premises, the Project or the premises property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in 20 breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or its successors in interest, necessary or proper to secure assure the payment subordination of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate Lease to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgagemortgages, deed of trust, like encumbranceor leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, ground lease, to attorn to the purchaser or underlying lease. On any successors thereto upon any such foreclosure sale or before deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the commencement date of lessor under this Lease; Tenant shall, Landlord shall deliver within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formtime after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, executed by Bank 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 America with respect to its mortgage lien encumbering the ProjectTenant hereunder in the event of any foreclosure proceeding or sale.

Subordination. Tenant agrees that this lease shall be subject and subordinate (i) Tenant's Right to any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease Purchase shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by the lien of any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying leaseleases, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, mortgages or deed of trust, like encumbranceif any, which may hereafter affect the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Tenant's Right to Purchase shall not be terminated by reason of the termination of any such ground or underlying lease or the foreclosure or trustee's sale under any such mortgage or deed of trust. Tenant shall, promptly upon written request of Landlord, execute and deliver all instruments as may be required from time to time to subordinate Tenant's Right to Purchase to the lien of any such lease, mortgage or underlying lease. On or before deed of trust (provided that such instruments include the commencement date of this Leasenon- disturbance provisions set forth above). (ii) Tenant's Right to Purchase shall be subordinate to any non-monetary covenants, conditions, restrictions, easements and similar encumbrances which Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering reasonably impose upon the Project, including any such instruments required in connection with the subdivision of the Project. Tenant shall, promptly upon written request of Landlord, execute and deliver all instruments as may be required from time to time to subordinate Tenant's Right to Purchase to such instruments, and at Landlord's request, Tenant shall join in any such instrument (including any applications for a Parcel Map, map, lot line adjustment or condominium plan affecting the Project). (iii) Notwithstanding any other rights and remedies of Landlord, Tenant's failure to execute and deliver a subordination or other instrument as required under this Section, within fifteen (15) days after written request by Landlord, shall be conclusive upon Tenant that such lease, mortgage or deed of trust, and all renewals, modifications, consolidations, replacements, and extensions thereof, shall be superior to Tenant's Right to Purchase.

Subordination. Tenant further covenants and agrees that this lease shall be Lease and the rights of Tenant hereunder are subject and subordinate to the lien of any mortgage, mortgage or deed of trust encumbrance or like encumbrance heretofore encumbrances now or at any time hereafter placed upon said Demised Premises by Landlord, and to any and all renewals, modifications, consolidations, recastings, refinancings and replacements thereof (collectively or separately the Project or "Financing"), subject, however, to the premises by Tenant obtaining a non-disturbance agreement from the then applicable mortgagee as hereinafter provided. The Tenant agrees to execute and deliver to Landlord or its successors in interest, mortgagees within seven (7) days after each request any and all instruments necessary to secure effect such subordination and non-disturbance which the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease Landlord or underlying lease heretofore its mortgagees may request or hereafter affecting the Projectrequire. Notwithstanding the foregoingsubordination of this Lease as aforesaid, any present or future mortgagee or beneficiary under any mortgage or deed of trust covering such Financing at its option may require that this Lease shall be senior in lien to such mortgage or deed of trust, and that this Lease shall not terminate in the event thatof foreclosure of any such mortgage or deed of trust. Tenant covenants and agrees in the event of foreclosure of any such mortgage or deed of trust, subsequent within seven (7) days after request of the purchaser or mortgagee, to attorn to the purchaser upon such foreclosure sale and to recognize such purchaser as the landlord under this Lease, and Tenant agrees to execute and deliver at any time, within seven (7) days after request of Landlord or of any such mortgagee any instrument which may be necessary in any such foreclosure proceeding or otherwise to evidence such attornment. At or within a reasonable time following execution of this lease, or anytime thereafter, as applicable for any Financing, and in such case, provided Tenant is not in an Event of Default hereunder nor subject to any one (1) or more Events of Bankruptcy, Landlord agrees to arrange for Landlord's then current mortgagee to join with Tenant (and with Landlord if the mortgagee so requires) in executing a new mortgagenon-disturbance, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject subordination and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written attornment agreement in form acceptable and content reasonably satisfactory to the current mortgagee, whereby such mortgagor or lessor, providing substantially subordination of this Lease to Landlord's deeds of trust is confirmed but the mortgagee agrees that this Lease and Tenant's rights under this lease shall hereunder will not be affected terminated by any a foreclosure or deed in lieu of foreclosure of, or sale under by such encumbrances for mortgagee so long as Tenant performs its obligations is not in an Event of Default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, and whereby Tenant grants the attornment pursuant to the terms and conditions to be set forth in the non-disturbance, subordination and attornment agreement referenced above. Any mortgagee or foreclosure purchaser or their successors in interest shall not (a) be bound by any prepayment of Rent or other sums more than thirty (30) days in advance paid by Tenant to any prior landlord (including Landlord), nor (b) be bound by any amendment to this Lease or by any waiver or forbearance by any prior landlord (including Landlord) made without prior written consent of such mortgagee, nor (c) be liable for any act, omission or default of any prior landlord (including Landlord), nor (d) be subject to any offsets or defenses Tenant may have against any prior landlord (including Landlord), nor (e) be accountable hereunder for a Security Deposit posted by Tenant hereunder (except to the extent received by such mortgagee or foreclosure purchaser, as the case may be). Any mortgagee of Landlord shall deliver to Tenant be discharged of all obligations hereunder which may have arisen from its becoming a recordable non-disturbance agreement mortgagee in favor possession, and landlord, or otherwise after such mortgagee disposes of Tenant, its interest in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectDemised Premises.

Subordination. Tenant agrees that this lease shall be subject and subordinate to Section 28.01. Landlord and/or any mortgageentity comprising Landlord may, deed of trust at its sole option at any time or like encumbrance heretofore times on or hereafter placed upon after the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, mortgage or grant a deed of trust (a "Mortgage) with respect to its fee interest or its leasehold interest in the Demised Premises or the Shopping Center or any part thereof, and the holder of the equity interest in Landlord and/or any entity comprising Landlord may, at its sole option, at any time or times on or after the date of this Lease, pledge its equity interest in Landlord and/or any entity comprising Landlord, as security for a loan (the holder of such Mortgage or pledge being herein referred to as a "Mortgagee"), in either or any case in such amounts and on such terms as Landlord, in Landlord's sole discretion, determines; provided, however, that in no event shall deliver this Lease be subject and subordinate at any time to the lien, operation or effect of any Mortgage or any other similar encumbrance created originally by Landlord, and any modification, extension and renewal thereof, which may hereafter be executed by Landlord affecting the Demised Premises or any part thereof unless Tenant has consented or agreed to the placing of such Mortgage, modification or renewal, except that if the proposed Mortgagee is an institutional lender (i.e. a recordable bank, insurance company, corporate pension fund or the like), Tenant agrees to subordinate its interest in this Lease so long as the Mortgagee agrees to enter into a subordination, attornment and non-disturbance agreement with Tenant substantially in favor the form of such instrument attached hereto as Exhibit "J". Any such proposed Mortgagee shall agree to enter into a subordination, non-disturbance agreement with Tenant's subtenants who have received or who are in the future entitled to receive a subordination, non-disturbance agreement from Landlord pursuant to Article XIX, which shall be in commercially reasonable formform and substance substantially similar to the non-disturbance agreement (see Exhibit "H") delivered by Landlord previously to those subtenants, executed by Bank if any, who qualify under Article XIX of America with respect this Lease as being entitled to its mortgage lien encumbering receive the Projectsame from Landlord.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Property, and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Property, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore leases, require or hereafter affecting allow in writing that this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the Projectelection becomes effective. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of any such mortgage or trust or like encumbrance on the premises is createddeed, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered intoattorn, then this lease shall be subject and subordinate without any deductions or set-offs whatsoever, to the purchaser upon any such encumbrance foreclosure sale, or lease only to the lessor of such ground or underlying lease, as the case may be, if Landlord obtains from so requested to do so by such mortgagor or lessor a written agreement in form acceptable to such mortgagor purchaser or lessor, providing substantially that Tenant's rights and to recognize such purchaser or lessor as the landlord under this lease Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not be affected by any foreclosure or deed in lieu of foreclosure ofdisturb Tenant’s occupancy, or sale under such encumbrances for so long as Tenant timely pays the rent and observes and performs its obligations under all of the terms, covenants and conditions of this lease Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (or10) days of request by Landlord, execute such further instruments or assurances in the case form attached hereto as Exhibit “B” or such other form as is then required by Landlord’s lender to evidence or confirm the subordination or superiority of a this Lease to any such mortgages, trust deeds, ground lease leases or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease)leases. Tenant agrees hereby irrevocably authorizes Landlord to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating deliver in the manner requested by name of Tenant any such instrument or instruments if Tenant fails to do so within thirty (30) days following Landlord’s written request, 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 to such mortgage, deed Lease and the obligations of trust, like encumbrance, ground lease, the Tenant hereunder in the event of any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoingIn consideration of, in the event thatand as a condition precedent to, subsequent T▇▇▇▇▇’s agreement to the execution of permit its interest pursuant to this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a Lease to be subordinated to any particular future ground lease or underlying lease of the Building or the Project or to which this lease shall be subordinate is entered intothe lien of any mortgage or trust deed, then this lease shall be subject first encumbering the Building or the Project following the date hereof, and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessorany renewals, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofextensions, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (ormodifications, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute consolidations and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Leasereplacements thereof, Landlord shall deliver to Tenant a recordable commercially reasonable non-disturbance agreement executed by the landlord under such ground lease or underlying lease or the holder of such mortgage or trust deed, as appropriate. 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 timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by T▇▇▇▇▇. L▇▇▇▇▇▇▇’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) 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 to any such mortgages, trust deeds, ground leases or underlying 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 Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Tenant shall, within five (5) business days of request by Landlord from time to time, (i) execute a commercially reasonable Nondisturbance and Attornment Agreement in the form reasonably approved by L▇▇▇▇▇▇▇’s mortgagee in favor of any mortgagee of the Building or Project, and (ii) execute any other commercially reasonable form of nondisturbance and attornment agreement (or subordination, nondisturbance and attornment agreement, or subordination of the applicable mortgagee’s lien) reasonably required by any mortgagee of the Building or Project which provides comparable nondisturbance protection to Tenant in the event of a foreclosure. Following the full execution and delivery of this Lease, Landlord shall use commercially reasonable efforts to obtain from the holder of the deed of trust encumbering the property as of the date hereof (the “Lender”), a commercially reasonable subordination, non-disturbance and attornment agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease (A) This Lease is and shall be subject and subordinate to any mortgage, deed of trust (i) all ground or like encumbrance heretofore underlying leases and all mortgages or other security instruments now or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsaffecting such leases, and this lease also shall be subject and subordinate to any ground lease (ii) all mortgages or underlying lease heretofore other security instruments now or hereafter affecting the Projectfee title of the Shopping Center, and (iii) all renewals, modifications, consolidations, replacements and extensions of any such ground or underlying leases and mortgages. Notwithstanding the foregoingThis clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessee or by any mortgagee. In confirmation of such subordination, in the event that▇▇▇▇▇▇ agrees to execute promptly any instrument that Landlord may request. However, subsequent at .the option of Landlord or such mortgagee or ground lessor or secured party, this Lease shall be paramount to the execution of this lease, a new mortgage, deed of trust such mortgage or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered intoor other security instrument. (B) If Landlord transfers its interest in the Leased Premises, then this lease shall be subject and subordinate to or proceedings are brought for foreclosure of any such encumbrance mortgage or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed case of sale in lieu of foreclosure ofthereof, or sale under termination of any such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees shall, if requested, attorn to execute the transferee, mortgagee, ground or underlying lessor and deliver, upon demand without charge, instruments acknowledging the attornment. (C) Provided Tenant was given notice in writing of Landlordthe names and addresses to which the notices should be sent, Tenant shall give prompt written notice of any and default by Landlord to the holder of all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrancemortgages, ground lease, or underlying lease. On or before leases and security holders if the commencement date of default is such as to give Tenant a right to (i) terminate this Lease, Landlord or (ii) reduce the Rents or any other sums reserved, or (iii) credit or offset any amounts against Rents. Any mortgagee, ground lessor or security holder shall deliver have the right to Tenant a recordable non-disturbance agreement in favor cure Landlord's default within sixty (60) days after receipt of Tenant, in commercially reasonable form, executed 's notice; and no such rights or remedies shall be exercised by Bank Tenant until the expiration of America with respect said sixty (60) days (or such additional time reasonably required to its mortgage lien encumbering the Project.cure such default),

Subordination. Tenant agrees that this lease (A) This Lease is and shall be subject and subordinate to any mortgage, deed of trust (i) all ground or like encumbrance heretofore underlying leases and all mortgages or other security instruments now or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsaffecting such leases, and this lease also shall be subject and subordinate to any ground lease (ii) all mortgages or underlying lease heretofore other security instruments now or hereafter affecting the Projectfee title of the Shopping Center, and (iii) all renewals, modifications, consolidations, replacements and extensions of any such ground or underlying leases and mortgages. Notwithstanding This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessee or by an mortgagee. In confirmation of such subordination, Tenant agrees to execute promptly any instrument that Landlord may request. However, at the foregoingoption of Landlord or such mortgagee or ground lessor of secured party, in the event that, subsequent this Lease shall be paramount to the execution of this lease, a new mortgage, deed of trust such mortgage or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered intoor other security instrument. (B) If Landlord transfers its interest in the Leased Premises, then this lease shall be subject and subordinate to or proceedings are brought for foreclosure of any such encumbrance mortgage or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed case of sale in lieu of foreclosure ofthereof, or sale under termination of any such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees shall, if requested, attorn to execute the transferee, mortgagee, ground or underlying lessor and deliver, upon demand without charge, instruments acknowledging the attornment. (C) Provided Tenant was given notice in writing of Landlordthe names and addresses to which the notices should be sent, Tenant shall give prompt written notice of any and default by Landlord to the holder of all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrancemortgages, ground lease, or underlying lease. On or before leases and security holders if the commencement date of default is such as to give Tenant a right to (i) terminate this Lease, Landlord or (ii) reduce the Rents or any other sums reserved, or (iii) credit or offset any amounts against Rents. Any mortgagee, ground lessor or security holder shall deliver have the right to Tenant a recordable non-disturbance agreement in favor cure Landlord’s default within sixty (60) days after receipt of Tenant, in commercially reasonable form, executed ’s notice; and no such rights or remedies shall be exercised by Bank Tenant until the expiration of America with respect said sixty (60) days (or such additional time reasonably required to its mortgage lien encumbering the Projectcure such default).

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Property and to the lien of any mortgages, deeds to secure debt or trust deeds, now or hereafter in force against the Property or the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof (collectively, “Mortgages”), and to all advances made or hereafter to be made upon the security of such Mortgages. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any mortgage, deed to secure debt or trust deed, 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 trust such ground or like encumbrance heretofore underlying lease, as the case may be (the “Purchaser”), if so requested to do so by the Purchaser, and to recognize the Purchaser as the lessor under this Lease. In no event shall Tenant have a right of offset against amounts due any Purchaser on account of any defaults by Landlord under this Lease that pre-date the time the Purchaser becomes the lessor hereunder, nor shall any Purchaser be liable for any such defaults by Landlord. Tenant shall, within ten (10) Business Days of request by Landlord, execute such further instruments or hereafter placed assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any Mortgages. Tenant waives the provisions of any current or future statute, rule or law that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the provisions hereof, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, or require that Tenant attorn to any Purchaser, then in such event, this Lease shall become prior and superior to such Mortgage, or Tenant shall so attorn, upon notice to that effect to Tenant from such Mortgagee. The aforesaid superiority of this Lease to any Mortgage shall be self-operative upon the Project giving of such notice and no further documentation other than such notice shall be required to effectuate such superiority or attornment. In the premises event Landlord or such Mortgagee desires confirmation of such superiority or attornment, Tenant shall, promptly upon request therefor by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationssuch Mortgagee, and this lease also shall be subject and subordinate without charge therefor, execute a document acknowledging such priority or attornment obligation to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, Mortgagee as Landlord in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, thereof or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case termination of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before Within thirty (30) days after the commencement date full execution and delivery of this Lease, Landlord shall deliver use commercially reasonably efforts to Tenant obtain a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formsubordination, executed nondisturbance and attornment agreement (“SNDA”) from the current lender of the Building. Tenant shall be responsible for all review, processing and any other fees charged by Bank of America Landlord’s lender in connection with respect to its mortgage lien encumbering the ProjectSNDA.

Subordination. Tenant agrees that Subject to the last sentence of this lease shall be Article 18 and the other terms and conditions of this Article 18, this Lease is subject and subordinate to all present and future ground leases of the Project and to the lien of any mortgages, deeds of trust or other encumbrances (collectively, the “Encumbrances”), now or hereafter in force against the Project, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such Encumbrances. Notwithstanding any other provision of this Article 18 to the contrary, any Encumbrance holder or ground lessor may elect that this Lease shall be senior to and have priority over that Encumbrance or ground lease whether this Lease is dated before or after the date of the Encumbrance or ground lease. Notwithstanding any contrary provision of this Article 18, a condition precedent to the subordination of this Lease to any future Encumbrance is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (each, a “Future SNDA”) from the mortgagee, beneficiary or ground lessor under such future Encumbrance. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever (except as may be otherwise provided in the applicable Future SNDA), 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, and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within fifteen (15) business days after Tenant’s receipt of a request therefor 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 to any such mortgages, trust deeds 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 Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease there is a deed of trust or like encumbrance heretofore or hereafter placed upon encumbering, and in force against, the Project or in favor of the premises lender(s) (the “Current Lender”) set forth on Exhibit F attached hereto and incorporated herein by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Projectreference. Notwithstanding the foregoing, in the event that, subsequent to Concurrently with the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord and Tenant shall each sign, notarize and deliver to Tenant the other party, and Landlord shall cause the Current Lender to sign, notarize and deliver to Tenant, a recordable subordination, non-disturbance and attornment agreement in favor the form of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectExhibit F attached hereto.

Subordination. This Lease and all rights of Tenant agrees that this lease shall be hereunder are subject and subordinate to all underlying leases now or hereafter in existence, and to any mortgagesupplements, deed amendments, modifications, and extensions of trust or like encumbrance such leases heretofore or hereafter placed upon made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any advances made on the premises security thereof, and to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such mortgages. This provision is declared by Landlord or its successors in interestand Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Within ten (10) days after written request by Landlord, to secure the payment of monies loanedTenant shall execute, interest thereon and/or other obligationsacknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this lease also shall be Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not (a) increase the obligations of Tenant hereunder or materially and adversely affect Tenant’s rights or use and enjoyment of the Premises, or (b) lessen the obligations of Landlord hereunder. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to any ground lease easements, franchises, and other interests or underlying lease heretofore rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, now or hereafter affecting created for the benefit of the Project. Notwithstanding Landlord shall use reasonable efforts to cause the foregoing, in holder of any mortgage encumbering the event that, subsequent to Project after the execution date of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees Lease to execute and deliverdeliver a subordination, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance and attornment agreement in favor of Tenant, in commercially reasonable form, executed such holder’s current form with Tenant responsible for all costs imposed by Bank of America with respect such holder to its mortgage lien encumbering the Projectprepare or execute same.

Subordination. Tenant agrees Subject to the provisions of this Section 19, at the option and upon written declaration of Landlord, this Lease and the leasehold estate created hereby shall be subject, subordinate and inferior to the lien and charge of any Mortgage; provided, however, that this lease Lease shall not be subject and subordinate to any mortgageMortgage arising after the date of this Lease, deed or any renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement from the Mortgagee of trust the type normally provided by commercial lenders in southern California (“Non-Disturbance Agreement”), setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. Subject to the foregoing condition, (i) Landlord hereby expressly reserves the right, at its option and declaration, to place Mortgages upon and against the Premises and/or any part thereof, superior in lien and effect to this Lease and the estate created hereby, and (ii) Landlord shall be entitled to sign, acknowledge and record in the Office of the County Recorder of the County in which the Premises are situated, a declaration that this Lease and leasehold estate are subject, subordinate and inferior to any Mortgage placed or like encumbrance heretofore or hereafter to be placed upon the Project or the premises by Landlord upon or its successors against the Premises and/or any part thereof (in interestfavor of any Mortgagee, trustee or title insurance company insuring Initials: PD/VV KH/MN the interest of any such Mortgagee), recordation of which shall, of and by itself and without further notice to secure or act or agreement of Tenant, make this Lease and the payment of monies loanedestate created hereby subject, interest thereon and/or other obligations, subordinate and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Projectinferior thereto. Notwithstanding the foregoing, in Tenant shall, promptly following a request by Landlord and after receipt of the event thatNon-Disturbance Agreement, subsequent execute and acknowledge any subordination agreement or other documents required to establish of record the execution priority of any such Mortgage over this leaseLease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its such agreement does not otherwise increase Tenant’s obligations under this lease (or, in the case of a ground lease or underlying lease, diminish Tenant's ’s rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projecthereunder.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Real Property and the Buildings, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting the Projectleases, require in writing that this Lease be superior thereto. Notwithstanding the foregoingany contrary provision of this Article 18, in the event that, subsequent a condition precedent to the execution subordination of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease Lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such future mortgage, deed of trust, like encumbranceground or underlying lease is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the mortgagee, beneficiary or lessor under such future instrument which shall be the US Bank SNDA described below with respect to the US Bank Deed of Trust if recorded as described below. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground leaseor underlying lease is terminated, to attorn, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if required to do so pursuant to any subordination, non-disturbance and attornment agreement executed by Tenant pursuant to this Article 18, and to recognize such purchaser or lessor as the lessor under this Lease. On Tenant shall, within thirty (30) days of request by Landlord, execute such further instruments or before assurances as Landlord may reasonably deem necessary to evidence or confirm the commencement subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. The parties acknowledge that Landlord is in the process of obtaining new financing for the Real Property from US Bank, which new financing, if completed, will be secured by a deed of trust encumbering the Real Property to be recorded after the date of execution of this Lease (the "US BANK DEED OF TRUST"). In the event that Landlord obtains such new financing from US Bank, Tenant shall, within ten (10) days after request by Landlord (or at Landlord's option, concurrently with Tenant's execution of this Lease) sign, notarize and deliver to Landlord a subordination, non-disturbance and attornment agreement substantially in the form of EXHIBIT G attached hereto (the "US BANK SNDA"). If such new financing with US Bank is completed, then within ninety (90) days after the later of (i) the date the US Bank Deed of Trust is recorded, and/or (ii) the date Tenant delivers to Landlord the US Bank SNDA executed and notarized by Tenant, Landlord shall cause US Bank to execute the US Bank SNDA and deliver such executed US Bank SNDA to Tenant. The effectiveness of the US Bank SNDA executed by Tenant shall be conditioned upon the execution and delivery of the US Bank SNDA by Landlord and US BANK to Tenant a recordable nonwithin such 90-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectday time period.

Subordination. (a) This Lease and all rights of Tenant agrees that this lease hereunder shall be and are subject and subordinate at all times to any mortgagedeeds of trust, mortgages, installment sale agreements and other instruments or encumbrances, as well as to any ground leases or primary leases, that now or hereafter cover all or any part of the Building, the Land or an interest of Landlord therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any of such deeds of trust, mortgages, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the necessity of any further action on the part of Tenant to effectuate such subordination. Provided, however, that notwithstanding the foregoing, the party secured by any such deed of trust shall have the right to recognize this Lease, and in the event of any foreclosure sale under such deed of trust, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to purchaser under any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoingsuch foreclosure sale, in the which event that, subsequent Tenant shall attorn to the execution of this lease, a new mortgage, such party secured by such deed of trust or like encumbrance purchaser and shall recognize such party secured by such deed of trust or purchaser as the Landlord under this Lease. Tenant shall upon demand at any time execute, acknowledge and deliver to Landlord's mortgagee (including the beneficiary under any deed of trust) or other holder any and all instruments and certificates that in the judgment of Landlord's mortgagee may be necessary or proper to confirm or evidence such attornment. Tenant hereby appoints Landlord the Tenant's attorney-in-fact to execute any such certificate or certificates for and on behalf of the premises is createdTenant. Upon such attornment such party secured by such deed of trust or purchaser shall not be (i) bound by any payment of rent or additional rent more than one (1) month in advance, (ii) bound by any amendment of this Lease made without the consent of the holder of the deed of trust existing as of the date of such amendment, (iii) liable for damages for any breach, act or omission of any prior landlord, or (iv) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest, such party secured by such deed of trust or purchaser shall perform, in accordance with the terms of this Lease, all obligations of Landlord arising after the date of acquisition of title to the Building. within fifteen (15) days after the request of Landlord's successor, Tenant shall execute, acknowledge, and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. Landlord agrees to use its best efforts to obtain from any holder of any mortgage or deed of trust securing the Land or the Building ("Mortgagee") a subordination, non- disturbance and attornment agreement for the benefit of Tenant and which is acceptable to Mortgagee. For purposes of this Section 13, Landlord shall be deemed to have used its best efforts if (1) Landlord has diligently inquired in writing to such Mortgagee requesting the Mortgagee to provide a subordination, non-disturbance and attornment agreement for the benefit of Tenant and (2) Landlord has sent Tenant a copy of such written request. Tenant agrees to pay any fees, costs or expenses required to be paid by the Mortgagee for reviewing such request, whether or not granted. Landlord shall have no liability if such Mortgagee refuses to give Tenant a subordination, non-disturbance and attornment agreement. (b) Tenant covenants and agrees that it will, at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the subordination of said deed of trust to the lien of this Lease. At the option of any landlord under any ground lease or underlying lease to which this lease shall be subordinate is entered intonow or may hereafter become subject or subordinate, then Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall, by operation of law or otherwise, result in cancellation or termination of this lease shall be subject Lease or the obligations of Tenant hereunder and subordinate Tenant covenants and agrees to attorn to such encumbrance landlord or lease only if Landlord obtains from to any successor to Landlord's interest in such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, and in that event, this Lease shall continue as a direct lease between Tenant herein and such landlord or its successor. (i) After receiving notice from any person, firm or other entity that it holds a mortgage or deed of trust on the Building or the Land, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder, provided that Tenant shall have been furnished with the name and address of such holder. Any such holder shall have thirty (30) days, or such additional time as may reasonably be necessary, after receipt of notice from Tenant of a default by Landlord under this Lease to cure such default before Tenant may exercise any remedy hereunder. The curing of any of Landlord's default by such holder shall be treated as performance by Landlord. (ii) In the event that any lender providing construction or permanent financing or any refinancing for the Building requires, as a condition of such financing, that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable; (b) do not adversely affect in a material manner Tenant's rights shall use of the Premises as herein permitted; and (c) do not increase the rent or other sums to be affected paid by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Leasehereunder, Landlord shall deliver may submit to Tenant a recordable non-disturbance agreement in favor written amendment to this Lease incorporating such required changes, and Tenant hereby covenants and agrees to execute, acknowledge, and deliver such amendment to Landlord within fifteen (15) days of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project's receipt thereof.

Subordination. Landlord and Tenant agrees agree that this lease Lease is and all of Tenant's rights hereunder are and shall be subject and subordinate at all times to any mortgageall covenants, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interestrestrictions, to secure the payment of monies loaned, interest thereon and/or other obligations, easements and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore encumbrances now or hereafter affecting the Projectfee title of the Shopping Center and to all ground and underlying leases, and mortgages or any other method of landlord financing or refinancing in any amounts, and all advances thereon, which may now or hereafter be placed against or affect any or all of the land or the Demised Premises or any or all of the buildings and improvements now or at any time hereafter constituting a part of or adjoining the Shopping Center, and to all renewals, modifications, consolidations, participations, replacements, spreaders and extensions thereof. The term “mortgages” as used in this Lease shall be deemed to include trust indentures and deeds of trust and the term “mortgagees” as used in this Lease shall be deemed to include trustees or beneficiaries under trust indentures and deeds of trust. The aforesaid provisions shall be self-operative and no further instrument of subordination shall be necessary unless required by any such ground or underlying lessors or mortgagees. Should Landlord or any ground or underlying lessors or mortgagees desire confirmation of such subordination, Tenant, within ten (10) days following Landlord's request therefor, agrees to execute, acknowledge and deliver, without charge, any and all documents (in form acceptable to such ground or underlying lessors or mortgagees) confirming such subordination of this Lease and Tenant's rights hereunder. However, should any such ground or underlying lessors or any mortgagees request that this Lease be made superior, rather than subordinate, to any such ground or underlying lease or mortgage, then Tenant, within ten (10) days following Landlord's request therefor, agrees to execute, acknowledge and deliver, without charge, any and all documents (in form acceptable to such ground or underlying lessors or mortgagees) effectuating such priority. Notwithstanding the foregoing, in the event that, subsequent Tenant's agreement of subordination to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises any future mortgagee is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written conditioned upon mortgagee's agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall quiet possession not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for being disturbed so long as Tenant performs its obligations is not in default under this lease (or, in Lease beyond the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectapplicable cure period.

Subordination. Subject to the provisions of that certain Subordination, Nondisturbance and Attornment Agreement executed and delivered by and among Landlord, Tenant agrees and the Board of Managers in connection with the execution of this Lease (the "Nondisturbance Agreement"), the form of which is attached as Exhibit K hereto, this Lease, and all rights of Tenant under it, are subordinate and subject to the Condominium Documents, the Ground Lease, and all present and future ground, master or operating leases, but excluding any leases of the Unit (including the Premises), and any and all present and future mortgages, security interests or other security documents upon or affecting the Unit including the Premises and to all advances thereunder and all renewals, replacements, modifications, amendments, consolidations and extensions thereof (all of the foregoing, collectively, the "Senior Interests," and holders of Senior Interests shall be referred to as "Senior Interest Holders"), unless any Senior Interest Holder elects, by written notice to Tenant, that this lease Lease shall be subject and subordinate superior to such Senior Interest; provided that with respect to any mortgage, deed of trust security interest or like encumbrance heretofore or hereafter placed upon security document affecting the Project or Unit and including the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligationsPremises, and this lease also any renewals, replacements, modifications, amendments, consolidations and extensions thereof, such Senior Interest Holder delivers to Tenant a nondisturbance and recognition agreement which shall be subject reasonably acceptable to Tenant and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Projectsuch Senior Interest Holder (it being agreed that such agreement shall be deemed reasonable if it contains such terms and provisions as are customary for similar tenants of Comparable Buildings). Notwithstanding the foregoingThis Section 13.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, in the event that, subsequent to Tenant shall within 20 days of demand therefor and after the execution of this leasethe nondisturbance agreement, execute, acknowledge and deliver any instrument that Landlord, the Board of Managers, any Senior Interest Holder or any of their respective successors in interest may (in the form required by the Senior Interest Holder requesting the same) request to evidence such subordination; provided that such instrument is in a new mortgageform customarily delivered in connection with effectuating subordination provisions, deed does not increase Tenant's Base Rent or Additional Rent hereunder and does not materially adversely affect any of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights hereunder or materially increase any of Tenant's obligations or decrease any of Tenant's remedies under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate to the interests of (a) all present and future ground leases and master leases of all or any mortgagepart of the Building; (b) present and future mortgages and deeds of trust encumbering all or any part of the Building; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or like encumbrance heretofore or hereafter placed upon beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Project or the premises right to elect, by Landlord or its successors in interestwritten notice given to Tenant, to secure the payment of monies loaned, interest thereon and/or other obligations, and have this lease also shall be subject and subordinate Lease made superior in whole or in part to any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgagemaster lease, mortgage or deed of trust (or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessorground lease, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure master lease, mortgage or deed in lieu of foreclosure of, trust but superior to any junior mortgage or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, junior deed of trust). Upon demand, like encumbranceTenant shall execute, ground leaseacknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or underlying lease. On omission of Landlord or before its predecessors, if any, prior to the commencement 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 might have been able to assert against Landlord or its predecessors, if any, prior 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 the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord shall deliver default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a recordable result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’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 time such Successor Landlord succeeded to Landlord’s interest; and (viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-disturbance agreement recourse as to any assets of such Successor Landlord other than its interest in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectPremises and improvements.

Subordination. Tenant agrees that this lease shall be subject Within thirty (30) days after the full execution and subordinate to any mortgage, deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date delivery of this Lease, Landlord shall deliver attempt to Tenant obtain a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable formsubordination, executed nondisturbance and attornment agreement (“SNDA”) from the current lender of the Building. In the event Landlord is unable to obtain a SNDA within sixty (60) days after the date of full execution and delivery of this Lease, Tenant may, at Tenant’s option, directly contact Landlord’s lender and attempt to negotiate for the execution and delivery of a SNDA. This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to 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 this Lease be superior thereto; provided that a condition to such attornment shall be that Tenant receives a commercially reasonable nondisturbance agreement. Tenant covenants and agrees to attorn, without any deductions or set-offs whatsoever, to the lender or holder of any mortgage or trust deed upon any foreclosure, to the purchaser upon any foreclosure sale, or to the lessor of a ground or underlying lease upon the termination thereof, as the case may be, if so requested to do so by Bank such lender, purchaser or lessor, and to recognize such lender, purchaser or lessor as the lessor under this Lease. Tenant shall, within five (5) days of America with respect request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to its mortgage lien encumbering evidence or confirm such attornment and/or the Projectsubordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases.

Subordination. Tenant (a) ConEd hereby agrees for the benefit of the Senior Parties that this lease the Subordinated Obligations are and shall be junior and subordinate, to the extent and in the manner set forth hereinafter, in right of payment to the prior indefeasible payment or satisfaction in full of all Senior Obligations (other than the Enron Subordinated Obligations). In furtherance thereof, ConEd further agrees that, subject to Section 2(b) hereof: (i) ConEd shall not ask, demand, ▇▇▇ for, take or receive from Independence, directly or indirectly, in cash or other property or by set-off or in any other manner, payment of all or any of the Subordinated Obligations unless and subordinate until the Senior Debt Termination Date shall have occurred. (ii) Upon any distribution of all or any of the assets of Independence to any mortgage, deed creditors of trust or like encumbrance heretofore or hereafter placed Independence upon the Project dissolution, winding up, liquidation, arrangement, reorganization or composition of Independence whether in any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings or upon an assignment for the premises by Landlord benefit or its successors creditors or any other marshalling of the assets and liabilities of Independence or otherwise, any payment or distribution of any kind (whether in interestcash, property or securities) which otherwise would be payable or deliverable upon or with respect to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also Subordinated Obligations shall be subject and subordinate to any ground lease paid or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent delivered directly to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances Collateral Agent for so long as Tenant performs its obligations under this lease application (or, in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Obligations until the Senior Obligations (other than the Enron Subordinated Obligations) have been paid or otherwise satisfied in full. (iii) ConEd acknowledges and agrees that each of the Senior Parties may authorize and direct the Collateral Agent on its behalf to demand specific performance of these terms of subordination, whether or not Independence shall have complied with any of the provisions hereof applicable to it at any time when ConEd shall have failed to comply with any of such provisions applicable to it. ConEd hereby irrevocably waives any defense based on the adequacy of a ground lease or underlying leaseremedy at law, Tenant's rights which might be asserted as a bar to such remedy of specific performance. (iv) Until the Senior Debt Termination Date, ConEd shall not commence or join with any creditor other than the Collateral Agent in commencing any proceeding referred to in subsection (ii) above for the payment of any amounts which otherwise would be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, payable or deliverable upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to the Subordinated Obligations. The forgoing provisions regarding subordination are for the benefit of the Senior Parties and shall be enforceable by them directly against ConEd, and no Senior Party shall be prejudiced in its mortgage lien encumbering right to enforce subordination of any of the ProjectSubordinated Obligations by any act or failure to act by Independence or anyone in custody of its assets or property. Independence shall not make any payment to ConEd, and ConEd shall not retain any payment from Independence, in contravention of this Section 2(a). (b) ConEd further acknowledges and agrees that, until the Senior Debt Termination Date, all payments on or with respect to the Subordinated Obligations may only be made to ConEd from distributions to the equity owners of Independence permitted by the Senior Financing Documents. ConEd hereby acknowledges and agrees that the Subordinated Obligations are unsecured obligations of Independence. (c) In the event that ConEd shall receive any payment on or with respect to the Subordinated Obligations that is not permitted pursuant to these Terms of Subordination, it shall promptly deliver such payment, in kind, to the Collateral Agent, with such endorsements as the Collateral Agent may request.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate to the interests of (i) all present and future ground leases and master leases of all or any mortgagepart of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or like encumbrance heretofore in part to any such ground lease, master lease, mortgage or hereafter placed upon the Project or the premises deed of trust. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such lessor, mortgagee or beneficiary to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 17.01, a "Successor Landlord") shall (i) not be liable in damages for any act or omission of Landlord or its successors in interestpredecessors, if any, prior to secure the payment date of monies loaned, such Successor Landlord's succession to Landlord's interest thereon and/or other obligations, and under this lease also shall Lease; (ii) not be subject and subordinate to any ground lease offsets or underlying lease heretofore defenses which Tenant might have been able to assert against Landlord or hereafter affecting the Project. Notwithstanding the foregoingits predecessors, in the event thatif any, subsequent prior to the execution date of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease such Successor Landlord's succession to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that TenantLandlord's rights interest under this lease shall Lease (except and only to the extent such rights arise under Article XXXIV of the Rider); (iii) not be affected by liable for the return of any foreclosure or deed in lieu security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; and (iv) be entitled to receive notice of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations any Landlord default under this lease (or, in the case of Lease plus a ground lease reasonable opportunity to cure such default prior to Tenant having any right or underlying lease, Tenant's rights shall not be affected by any termination ability to terminate this Lease as a result of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectdefault.

Subordination. Without the necessity of any additional documents being executed by Tenant agrees that for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this lease Lease shall 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 Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage, mortgage or deed of trust or like encumbrance heretofore which may now exist or hereafter placed be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to any current or future Security Instrument, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the premises by Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or its successors in interest, cause to secure be subordinated such ground leases or any such liens to this Lease. In the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to event that any ground lease or underlying lease heretofore terminates for any reason or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, any mortgage or deed of trust or like encumbrance on the premises is created, foreclosed or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed conveyance in lieu of foreclosure ofis made for any reason, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (orshall, in notwithstanding any subordination, attorn to and become the case tenant of a ground lease or underlying leasethe successor-in-interest to Landlord, Tenant's rights shall not be affected by any termination at the option of such lease for so long as Tenant performs its obligations under this lease)successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, upon within ten (10) business days after demand of Landlordby Landlord therefor, any and all instruments reasonably desired by Landlord, subordinating in additional documents evidencing the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, priority or underlying lease. On or before the commencement date subordination of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America Lease with respect to any such Security Instruments. Tenant hereby irrevocably appoints Landlord as its mortgage lien encumbering attorney-in-fact to execute, deliver and record any such document in the Projectname and on behalf of Tenant.

Subordination. Tenant agrees that Section 27.01 This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the real property or any portion thereof of which the Premises form a part and to all mortgages and trust indentures which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises form a part, or any part or parts of such real property, and/or Landlord’s interest therein, and to each advance made and/or hereafter to be made under any such mortgages, or indentures and to all renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this lease Lease shall be subject and subordinate pursuant to the provisions hereof being respectively herein called a “superior lease” or a “superior mortgage”). This Section 27.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute, at its sole cost and expense, and deliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest may request. Section 27.02 In the event of any act or omission of Landlord that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not be entitled to exercise such right: (a) unless and until Tenant has given prompt written notice of such act or omission to the lessor under each superior lease and the holder of each superior mortgage, deed whose name and address shall previously have been furnished to Tenant in writing; and (b) unless such act or omission shall be one which is not capable of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises being remedied by Landlord or its successors in interestsuch lessor or such holder within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when the lessor under such superior lease or the holder of such superior mortgage shall have become entitled under such lease or such mortgage, as the case may be, to secure remedy the payment same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such lessor or such holder shall with due diligence give Tenant written notice of monies loaned, interest thereon and/or other obligationsintention to, and this lease also shall be subject commence and subordinate continue to remedy such act or omission. Section 27.03 Tenant covenants that neither the termination of any ground superior lease or underlying any superior mortgage, nor the institution of any suit, action or other proceeding by the lessor under any such superior lease heretofore or hereafter affecting the Project. Notwithstanding holder of any such superior mortgage to recover possession of the foregoingPremises leased or mortgaged under any such superior lease or any such superior mortgage or to realize on the mortgagor’s interest under any such superior mortgage in any such superior lease (provided that Tenant is not otherwise disturbed by the lessor under any such superior lease or the holder of any such superior mortgage) shall, by operation of law or otherwise, result in the event thatcancellation or termination of this Lease or the obligations of Tenant hereunder. If the lessor under any superior lease or the holder of any superior mortgage, subsequent or the purchaser upon any foreclosure sale relating to such superior mortgage, or any designee of such lessor or such holder shall succeed to the execution rights of Landlord under this leaseLease, a new mortgage, deed of trust or like encumbrance on the premises is createdwhether through possession, or a ground lease any action or underlying lease proceeding relating to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such superior lease, or foreclosure action or delivery of a new lease for or deed, then, at the request of such party so long succeeding to Landlord’s rights (such party being sometimes herein called a “successor landlord”) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant performs its obligations Tenant’s landlord under this lease). Tenant agrees to Lease, and shall promptly execute and deliver, upon demand of Landlordat Tenant’s sole expense, any instrument that such successor landlord may reasonably request to evidence such attornment and all instruments reasonably desired none of the above-described successions shall, by Landlordoperation of law or otherwise, subordinating result in the manner requested cancellation or termination of this Lease (unless specific action is taken by Landlordsuch successor landlord to terminate this Lease) or the obligations of Tenant. In the event successor landlord requests Tenant to execute an attornment, Tenant shall acquire no rights with respect to said successor landlord until the attornment has been executed. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease, except that the successor landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent or additional rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this Lease. Section 27.04 In the event of termination, cancellation, re-entry or dispossess by Landlord or a successor landlord under this Lease Tenant shall, at Landlord’s or the successor landlord’s request, execute an assignment by Tenant to Landlord or the successor landlord of Tenant’s interest as sublessor under any subleases to this Lease. At Landlord’s or successor landlord’s option, sublessee shall attorn to Landlord or the successor landlord and upon such attornment, the sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord or the successor landlord and sublessee upon all the terms, conditions and covenants set forth in, at Landlord’s or successor landlord’s option, the Lease or the sublease, except that Landlord or the successor landlord shall not: (a) be liable for any previous act or omission of sublessor under the sublease; (b) be subject to any offset, which shall have theretofore accrued to sublessee against sublessor; or (c) be bound by any previous modification of the sublease, not expressly provided for in the sublease, or by any previous prepayment of more than one month’s Fixed Rent or additional rent, unless such modification or prepayment shall have been expressly approved in writing by the Landlord under the Lease, the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of sublessor under the sublease, as the case may be. In the event that Landlord or a successor landlord, as the case may be, does not request Tenant to assign its interest in the sublease or have sublessee attorn to Landlord or the successor landlord, as the case may be, then Landlord or successor landlord, as the case may be, shall have the right to terminate the sublease immediately at any time after termination or cancellation of this Lease or re-entry or dispossess by Landlord or a successor landlord under this Lease. All subleases made in accordance with this Lease shall be subject to the above provision. Section 27.05 In the event the holder of any mortgage or the lessor of any lease (present or future) relating to the Premises and/or this Lease requests that (a) this Lease and Tenant’s rights hereunder be made superior, rather than subordinate, to such mortgagemortgage or lease and/or (b) Tenant enter into a subordination non-disturbance and attornment agreement, deed then Tenant, within ten (10) days after written request, will execute and deliver without charge such agreement(s) in such form(s) acceptable to the holder of trust, like encumbrance, ground lease, such mortgage or underlying lessor of such lease. On In any instance where the consent of any holder of any superior lease or before the commencement date of superior mortgage is required to be given in connection with any matter relating to this Lease, Landlord shall not be required to give its consent to such matter unless and until such required consent is given and Landlord shall not be found to have unreasonably withheld its consent if such required consent is withheld by any superior lease or superior mortgage. Section 27.06 If Tenant fails to execute and deliver any documents as and when required by this Article 27, then, notwithstanding any other provision of this Lease, without the requirement of notice from Landlord such failure will constitute a default under this Lease beyond any applicable grace period, entitling Landlord to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America the same rights and remedies as if such default were with respect to its mortgage lien encumbering the Projectnonpayment of Fixed Rent.

Subordination. Tenant agrees that Notwithstanding any provision in this lease Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be subject fully subordinated to the indefeasible payment in full in cash of the Initial Additional First-Lien Obligations, and subordinate no Grantor shall be entitled to be subrogated to any mortgage, deed of trust the rights of the Collateral Agent or like encumbrance heretofore any other Secured Party against the Company or hereafter placed upon any other Grantor or any collateral security or guaranty or right of offset held by the Project Collateral Agent or the premises by Landlord or its successors in interest, to secure any other Additional First-Lien Secured Party for the payment of monies loanedany of the Initial Additional First-Lien Obligations, interest thereon and/or nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from the Company or any other obligationsGrantor in respect of payments made by such Grantor hereunder (or paid with proceeds of collateral of such Grantor hereunder), until all amounts owing to the Collateral Agent and the other Secured Parties on account of the Initial Additional First-Lien Obligations are paid in full in cash. If any amount shall be paid to any Grantor on account of such contribution or subrogation rights at any time when all of the Initial Additional First-Lien Obligations shall not have been paid in full in cash, such amount shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and this lease also shall shall, forthwith upon receipt by such Grantor, be subject and subordinate turned over to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, Collateral Agent in the event that, subsequent exact form received by such Grantor (duly indorsed by such Grantor to the execution Collateral Agent, if required), to be held as collateral security for all of this lease, a new mortgage, deed of trust the Initial Additional First-Lien Obligations (whether matured or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure unmatured) of, or sale under guaranteed by, such encumbrances for so long as Tenant performs its obligations under this lease (orGrantor and/or then or at any time thereafter may be applied against any Initial Additional First-Lien Obligations, whether matured or unmatured, in such order as the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectCollateral Agent may determine.

Subordination. Tenant agrees that this lease shall be subject and This Lease is subordinate to any and all leases, mortgages or deeds of trust hereinafter placed upon the Shopping Center, now or in the future, or any part thereof, and to all future modifications, consolidations, replacements, extensions and renewals of, and all amendments and supplements to said leases, mortgages or deeds of trust. Notwithstanding such subordination, as aforesaid, this Lease, except as otherwise hereinafter provided including, but not limited to, an event of default by Tenant, shall not terminate or be divested by foreclosure or other default proceedings under said leases, mortgages, deeds of trust, or obligations secured thereby, and Tenant shall attorn to and recognize the landlord, mortgagee, trustee, beneficiary or the purchaser at the foreclosure sale in the event of such foreclosure or other default proceeding, as Landlord for the balance of the Term of this Lease, subject to all of the terms and provisions hereof. The provisions of this paragraph shall be self-operative, but Tenant acknowledges and agrees that as a material consideration inducing Landlord to enter into this Lease, Tenant shall acknowledge same by executing and delivering to Landlord, on demand at any time or times, any and all instruments in order to subordinate this Lease and Tenant’s rights hereunder, as aforesaid. Notwithstanding the foregoing, any such mortgagee, beneficiary, purchaser 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 like encumbrance heretofore lease. In such event, Tenant shall execute and deliver whatever instruments may be required by such mortgagee, beneficiary or hereafter placed upon lessor to confirm such superiority on the Project form customarily used by such party. In the event of any act or omission by Landlord which would give Tenant the right to damages from Landlord or the premises by right to terminate this Lease, Tenant will not s▇▇ for such damages nor exercise any such right to terminate until (i) it shall have given written notice of the act or omission to Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution holder(s) of this lease, a new mortgage, the indebtedness or other obligations secured by any mortgage or deed of trust affecting the Premises or like encumbrance on the premises is created, or a of any ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination if the name and address of such lease holder(s) have been furnished to Tenant, and (ii) a reasonable period of time, in light both of the time required to effect a remedy and of the impact of the act or omission on Tenant’s business operations at the Premises, for so long as Tenant performs its obligations under this leaseremedying the act or omission has elapsed following the giving of the notice (which shall in no event be deemed any less than thirty (30) days). Tenant agrees to execute , during which time Landlord and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground leaseholder(s), or underlying lease. On either of them, and their agents or before employees, will be entitled to enter upon the commencement date of this Lease, Landlord shall deliver Premises and do therein whatever may be necessary to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering remedy the Projectact or omission.

Subordination. Without the necessity of any additional document being executed by Tenant agrees that for the purpose of effecting a subordination, this lease Lease shall be 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 and Project are situated, or both; and (b) any mortgage, mortgage or deed of trust which may now exist or like encumbrance heretofore or hereafter be placed upon the Building, the Project and/or the land upon which the Premises or the premises by Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any of said items which is specified as security (each, a “Security Instrument”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or its successors in interest, cause to secure the payment of monies loaned, interest thereon and/or other obligations, and be subordinated any such ground leases or underlying leases or any such liens to this lease also shall be subject and subordinate to Lease. If any ground lease or underlying lease heretofore terminates for any reason or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, any mortgage or deed of trust or like encumbrance on the premises is created, foreclosed or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed conveyance in lieu of foreclosure ofis made for any reason, or sale Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such encumbrances for successor in interest so long as Tenant performs its obligations is not in default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by Lease beyond any termination of such lease for so long as Tenant performs its obligations under this lease)applicable notice and cure periods. Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired Within 10 days after request by Landlord, subordinating in Tenant shall execute and deliver any additional documents evidencing Tenant’s attornment or the manner requested by Landlord, subordination of this lease Lease with respect to any such mortgage, ground leases or underlying leases or any such mortgage or deed of trust, like encumbrancein the form requested by Landlord or by any ground landlord, ground leasemortgagee, or underlying leasebeneficiary under a deed of trust (each, a “Holder”), subject to such nondisturbance requirement. On or before the commencement date of this LeaseIf requested in writing by Tenant, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in use commercially reasonable formefforts to obtain a subordination, executed by Bank nondisturbance and attornment agreement for the benefit of America with respect Tenant reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at Tenant’s expense, subject to its mortgage lien encumbering such other terms and conditions as the Projectground landlord, mortgagee or beneficiary may require.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate to the interests of (i) all present and future ground leases and master leases of all or any mortgagepart of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or like encumbrance heretofore or hereafter placed upon beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Project or the premises right to elect, by Landlord or its successors in interestwritten notice given to Tenant, to secure the payment of monies loaned, interest thereon and/or other obligations, and have this lease also shall be subject and subordinate Lease made superior in whole or in part to any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgagemaster lease, mortgage or deed of trust (or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance ground lease, master lease, mortgage or lease only deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.1. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.1, a “Successor Landlord”) shall (a) not be liable for any act or omission of Landlord or its predecessors, if Landlord obtains from any, prior to the date of such mortgagor or lessor a written agreement in form acceptable Successor Landlord’s succession to such mortgagor or lessor, providing substantially that Tenant's rights Landlord’s interest under this Lease; (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior 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 under the Lease unless the same shall have actually been deposited with such Successor Landlord; (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 ability to terminate this Lease as a result of such Landlord default; (e) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (f) not be bound by any amendment or modification of the Lease or any cancellation of the same made without Successor Landlord’s prior written consent; (g) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, and (h) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall not be affected non-recourse as to any assets of such Successor Landlord other than its interest in the Building and its related improvements. Not withstanding the foregoing, Tenant’s Subordination shall only be effective as to the extent that the future Mortgagee agrees that this Lease shall survive the termination of the Mortgagee’s interest by any lapse of time, foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for otherwise so long as Tenant performs its obligations is not in default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present and future ground or underlying leases of the Land and to the lien of any mortgagemortgages or trust deeds now and hereafter in force against the Land or Building and to all renewals, deed of trust or like encumbrance heretofore extensions, modifications, consolidation and replacements thereof, and to all advances made or hereafter placed to be made upon the Project or the premises security thereof; provided, however, that such subordination is subject to delivery by Landlord of a Non-Disturbance Agreement (defined below) executed by any such mortgagee or its successors in interestground or underlying lessor. At Landlord’s request (and after consent from any prior mortgagee or lessor if Tenant has agreed not to so subordinate without such consent), Tenant shall execute such further instruments or assurances as Landlord may deem necessary to evidence, confirm or effectuate such subordination of this Lease thereto or, if requested, to secure the payment of monies loaned, make Tenant’s interest thereon and/or other obligations, and in this lease also Lease superior thereto. If any mortgage shall be subject and subordinate to foreclosed or property encumbered thereby is transferred in lieu of foreclosure, or if any ground lease or underlying lease heretofore be terminated, (i) the liability of the mortgagee or hereafter affecting trustee hereunder or purchaser at such foreclosure sale or the Project. Notwithstanding liability of a subsequent owner designated as Landlord under this Lease shall exist only with respect to the foregoingperiod during which such trustee, mortgagee, purchaser or owner is the owner of the Land or Building and such liability shall not exist with respect to the period after further transfer of ownership and in no event shall any such party have any liability whatsoever for the acts of the Landlord prior to any such transfer or any liability for any deposits made by Tenant hereunder unless such deposits have been transferred to such party; provided however, that such party shall have liability to perform all of the Landlord’s continuing obligations, if any, that have not been performed as of the date of transfer; and (ii) in return for and upon delivery to Tenant by any such mortgagee, trustee, purchaser or owner of an agreement (a “Non-Disturbance Agreement”) agreeing that in the event that, subsequent to of a foreclosure of such mortgage or the execution giving of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofor termination of any such ground or underlying lease, or sale under such encumbrances for so this Lease shall not be terminated and Tenant may remain in possession of the Premises pursuant to the terms of this Lease and retain all of the rights, options and privileges granted to it hereunder as long as Tenant performs continues to perform its obligations under this lease (or, hereunder and further agreeing that the purchaser at a foreclosure sale or transferee in the case of a deed in lieu of foreclosure or ground lease or underlying leaselessor or trustee, Tenant's rights shall not as the case may be, will assume all of the obligations of Landlord in such case, Tenant will agree to attorn to and recognize as Landlord, the purchaser at any foreclosure sale under any mortgage or any transferee in the case of a deed in lieu of foreclosure or any ground lessor or trustee, by executing such instruments as may be affected required by any termination of such lease for so long as Tenant performs its obligations under this lease)the mortgagee, trustee, transferee or ground lessor. Tenant agrees shall also, as a condition to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date its execution of this Lease, Landlord shall deliver to Tenant Lease receive a recordable nonNon-disturbance agreement in favor Disturbance Agreement from the current mortgagee of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectLand and Building.

Subordination. (a) This Lease and all rights of Tenant agrees that this lease shall be hereunder are subject and subordinate to any mortgage, first deed of trust trust, first mortgage or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors in interest, to secure the payment other first instrument of monies loaned, interest thereon and/or other obligationssecurity (a "Mortgage"), and at Landlord's option, this lease also shall be Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground lease or underlying primary lease heretofore (an "Underlying Lease") that now or hereafter affecting thereafter covers all or any part of the ProjectShopping Center, the land, or any interest of Landlord therein, and to any and all advances made on the security thereof and to any and all increase, renewals, modifications, consolidations, replacements and extensions of such Mortgage or Underlying Lease. Notwithstanding This provision is self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, within 10 days after receipt of a written request from Landlord, execute, acknowledge and deliver to Landlord or to the holder ("Holder") of any Mortgage, or lessor ("Lessor") in any Underlying Lease, all instruments and certificates that in the judgment of Landlord, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in limitation of the generality of the foregoing, Tenant agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Holder may deem appropriate in its sole discretion. Tenant further covenants and agrees upon demand by Holder or Lessor at any time, before or after the event thatinstitution of any proceedings for foreclosure or sale pursuant to any Mortgage, subsequent or termination of any Underlying Lease, to attorn to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to purchaser upon such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofsale or to Lessor upon such termination, and to recognize such purchaser or Lessor preceding sentence shall survive any such foreclosure, sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, termination. Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlorddemand, before or after any such foreclosure, sale or termination, shall execute, acknowledge and deliver to Holder or Lessor any and all instruments reasonably desired that in the judgment of Holder or Lessor may be necessary or desirable to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any such instruments on Tenant's behalf. It is understood and agreed that Tenant's obligation to furnsh to Landlord any instrument described in this Article 21 promptly as requested is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver such instruments. Tenant acknowledges that it may be difficult, if not impossible, for Landlord to finance or sell the Shopping Center without such instruments from Tenant. Tenant's failure to deliver said instruments in the time and manner provided herein shall constitute an event of default. In addition to any other remedies set forth herein, Landlord shall be entitled all remedies available at law with respect to such breach. (b) If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant agrees to give to Holder and Lessor a copy of any written notice (by registered or certified mail or by delivery service) of any such default which Tenant shall have served upon Landlord, provided that prior thereto Tenant has been notified in writing (by way of notice of assignment of rents and/or leases, or otherwise) of the name and addresses of any such Holder and Lessor. Tenant shall not be entitled to exercise any right or remedy as may exist because of any default by Landlord without having given such notice to Holder and Lessor. Tenant further agrees that if Landlord shall fail to cure such default, Holder or Lessor shall have an additional 30 days (measured from the later of the date on which the default should have been cured by Landlord, subordinating in or the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this LeaseHolder's or Lessor's receipt of such notice from Tenant), Landlord provided that if such default cannot be cured within such 30-day period and Holder or Lessor is diligently pursuing the remedies necessary to effectuate the cure (including, but not limited to, foreclosure or termination proceedings, if appropriate) such cure period shall deliver be extended to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect allow the cure to its mortgage lien encumbering the Projectbe completed.

Subordination. Tenant agrees that this lease This Lease shall be subject and subordinate to any mortgage, deed all present and future ground or underlying leases of trust either or like encumbrance heretofore or hereafter placed upon both the Project fee interest and Landlord's leasehold interest in the Premises or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease Project. The Lease shall also shall be subject and subordinate to the lien of any ground lease mortgage or underlying lease heretofore trust deed concerning either or both the fee interest and Landlord's leasehold interest in the Premises or the Project, now or hereafter affecting in force, if any, and to all renewals, extensions, modifications, consolidations, and replacements thereof, and to all advances made or hereafter to be made upon the Projectsecurity of such mortgages or trust deeds (collectively, the "Mortgage"), unless the holders thereof require in writing that this Lease be superior thereto. Notwithstanding Provided, this Lease shall not be subordinate to any future Mortgage until Tenant receives a Subordination and Non-Disturbance Agreement in the foregoing, form acceptable to Landlord in its sole discretion so long as it does not change Air Cargo Lease A-Mark 2014 - 29 - the intention of the parties and is approved by each party in its reasonable discretion. Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser, and to recognize such purchaser as the lessor under this Lease; provided that such purchaser shall recognize this Lease and that ▇▇▇▇▇▇'s right to possession of foreclosure of, or sale the Premises under such encumbrances for this Lease shall not be disturbed so long as Tenant faithfully performs its all of the duties and obligations under of Tenant hereunder. Tenant shall, within ten (10) days of request by ▇▇▇▇▇▇▇▇, execute and deliver to Landlord such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm Tenant's agreement to attorn or the subordination or superiority of this lease Lease to any such mortgages, trust deeds, ground leases, or underlying leases; provided that Tenant receives non-disturbance agreements from each of said mortgagees or lessors. If ▇▇▇▇▇▇ does not respond within the ten (or10) day period, Tenant hereby irrevocably authorizes Landlord to execute and deliver in the case name of Tenant any such instrument or instruments, 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 that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease with respect to any foreclosure proceeding or sale, provided, Tenant and the purchaser enter into a ground lease or underlying leasesubordination, Tenant's rights non-disturbance, and attornment agreement. Landlord shall not be affected by obligated, under any termination of such lease for so long as Tenant performs circumstances, to subordinate its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating interest in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver the Premises, or the Project to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its any leasehold mortgage lien encumbering the Projector trust deed.

Subordination. Tenant agrees that Section 27.01 This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the real property or any portion thereof of which the Premises form a part and to all mortgages and trust indentures which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises form a part, or any part or parts of such real property, and/or Landlord’s interest therein, and to each advance made and/or hereafter to be made under any such mortgages, or indentures and to all renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this lease Lease shall be subject and subordinate pursuant to the provisions hereof being respectively herein called a “superior lease” or a “superior mortgage”). This Section 27.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute, at its sole cost and expense, and deliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest may request. Tenant hereby constitutes and appoints Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest as Tenant’s attorney-in-fact to execute and deliver any such certificate or certificates for and on behalf of Tenant. Section 27.02 In the event of any act or omission of Landlord that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not be entitled to exercise such right: (a) unless and until Tenant has given prompt written notice of such act or omission to the lessor under each superior lease and the holder of each superior mortgage, deed whose name and address shall previously have been furnished to Tenant in writing; and (b) unless such act or omission shall be one which is not capable of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises being remedied by Landlord or its successors in interestsuch lessor or such holder within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when the lessor under such superior lease or the holder of such superior mortgage shall have become entitled under such lease or such mortgage, as the case may be, to secure remedy the payment same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such lessor or such holder shall with due diligence give Tenant written notice of monies loaned, interest thereon and/or other obligationsintention to, and this lease also shall be subject commence and subordinate continue to remedy such act or omission. Section 27.03 Tenant covenants that neither the termination of any ground superior lease or underlying any superior mortgage, nor the institution of any suit, action or other proceeding by the lessor under any such superior lease heretofore or hereafter affecting the Project. Notwithstanding holder of any such superior mortgage to recover possession of the foregoingPremises leased or mortgaged under any such superior lease or any such superior mortgage or to realize on the mortgagor’s interest under any such superior mortgage or any such superior lease (provided that Tenant is not otherwise disturbed by the lessor under any such superior lease or the holder of any such superior mortgage) shall, by operation of law or otherwise, result in the event thatcancellation or termination of this Lease (unless specific action is taken by the lessor under any such superior lease or the holder of any such superior mortgage to terminate this Lease) or the obligations of Tenant hereunder. If the lessor under any superior lease or the holder of any superior mortgage, subsequent or the purchaser upon any foreclosure sale relating to such superior mortgage, or any designee of such lessor or such holder shall succeed to the execution rights of Landlord under this leaseLease, a new mortgage, deed of trust or like encumbrance on the premises is createdwhether through possession, or a ground lease any action or underlying lease proceeding relating to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such superior lease, or foreclosure action or delivery of a new lease for or deed, then, at the request of such party so long succeeding to Landlord’s rights (such party being sometimes herein called a “successor landlord”) and upon such successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant performs its obligations Tenant’s landlord under this lease). Tenant agrees to Lease, and shall promptly execute and deliver, upon demand of Landlordat Tenant’s sole expense, any instrument that such successor landlord may reasonably request to evidence such attornment and all instruments reasonably desired none of the above-described successions shall, by Landlordoperation of law or otherwise, subordinating result in the manner requested cancellation or termination of this Lease (unless specific action is taken by Landlordsuch successor landlord to terminate this Lease) or the obligations of Tenant. In the event successor landlord requests Tenant to execute an attornment, Tenant shall acquire no rights with respect to said successor landlord until the attornment has been executed. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease, except that the successor landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent or additional rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this Lease. Section 27.04 In the event of termination, cancellation, re-entry or dispossess by Landlord or a successor landlord under this Lease Tenant shall, at Landlord’s or the successor landlord’s request, execute an assignment by Tenant to Landlord or the successor landlord of Tenant’s interest as sublessor under any subleases to this Lease, and Tenant hereby appoints Landlord or the successor landlord as Tenant’s attorney-in-fact to execute any such assignment upon Tenant’s failure or refusal to do so and shall execute any necessary documents to confirm said appointment upon Landlord’s or the successor landlord’s request. At Landlord’s or successor landlord’s option, sublessee shall attorn to Landlord or the successor landlord and upon such attornment, the sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord or the successor landlord and sublessee upon all the terms, conditions and covenants set forth in, at Landlord’s or successor landlord’s option, the Lease or the sublease, except that Landlord or the successor landlord shall not: (a) be liable for any previous act or omission of sublessor under the sublease; (b) be subject to any offset, which shall have theretofore accrued to sublessee against sublessor; or (c) be bound by any previous modification of the sublease, not expressly provided for in the sublease, or by any previous prepayment of more than one month’s Fixed Rent or additional rent, unless such modification or prepayment shall have been expressly approved in writing by the Landlord under the Lease, the lessor under the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of sublessor under the sublease, as the case may be. In the event that Landlord or a successor landlord, as the case may be, does not request Tenant to assign its interest in the sublease or have sublessee attorn to Landlord or the successor landlord, as the case may be, then Landlord or successor landlord, as the case may be, shall have the right to terminate the sublease immediately at any time after termination or cancellation of this Lease or re-entry or dispossess by Landlord or a successor landlord under this Lease. All subleases made in accordance with this Lease shall be subject to the above provision. Section 27.05 In the event the holder of any mortgage or the lessor of any lease (present or future) relating to the Premises and/or this Lease requests that (a) this Lease and Tenant’s rights hereunder be made superior, rather than subordinate, to such mortgagemortgage or lease and/or (b) Tenant enter into a subordination non-disturbance and attornment agreement, deed then Tenant, within fourteen (14) days after written request, will execute and deliver without charge such agreement(s) in such form(s) acceptable to the holder of trust, like encumbrance, ground lease, such mortgage or underlying lessor of such lease. On In any instance where the consent of any holder of any superior lease or before the commencement date of superior mortgage is required to be given in connection with any matter relating to this Lease, Landlord shall not be required to give its consent to such matter unless and until such required consent is given and Landlord shall not be found to have unreasonably withheld its consent if such required consent is withheld by any superior lease or superior mortgage. Section 27.06 If Tenant fails to execute and deliver any documents as and when required by this Article 27, then, notwithstanding any other provision of this Lease, without the requirement of notice from Landlord such failure will constitute a default under this Lease beyond any applicable grace period, entitling Landlord to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America the same rights and remedies as if such default were with respect to its mortgage lien encumbering the Projectnonpayment of Fixed Rent.

Subordination. Tenant agrees that this lease shall be This Lease is subject and subordinate to all present ------------- and future ground or underlying leases of the Real Property and to the lien of any mortgagemortgages or trust deeds, deed of trust or like encumbrance heretofore now or hereafter placed in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. A condition precedent to the subordination of this Lease to any future ground or underlying lease heretofore or hereafter affecting to the Projectlien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the lessor or lender of such future instrument. Notwithstanding the foregoing, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new any such mortgage, deed of trust or like encumbrance on the premises is created, or a if any ground lease or underlying lease is terminated, to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate attorn to the purchaser upon any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure ofsale, or sale under to the lessor of such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by as the case may be, if required to do so pursuant to any termination of subordination, non-disturbance and attornment agreement executed pursuant to this Section 18.1 or Section 18.2 below, and to recognize such lease for so long purchaser or lessor as Tenant performs its obligations the lessor under this lease)Lease. Tenant agrees to execute and delivershall, upon demand within fifteen (15) days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating execute such further 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 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 Tenant hereunder in the manner requested by Landlord, this lease to such mortgage, deed event of trust, like encumbrance, ground lease, any foreclosure proceeding or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectsale.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are ------------- and shall be subject and subordinate to the interests of (i) all present and future ground leases and master leases of all or any mortgagepart of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or like encumbrance heretofore or hereafter placed upon beneficiary is hereinafter referred to as a "Mortgagee":) shall have the Project or the premises right to elect, by Landlord or its successors in interestwritten notice given to Tenant, to secure the payment have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of monies loaned, interest thereon and/or other obligations, and this lease also shall be trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any ground junior mortgage or junior deed of trust). Within ten (10) business days after the Landlord's written request, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.1. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.1, a "Successor Landlord") shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior 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 might have been able to assert against Landlord or its predecessors, if any, prior 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 under the Lease unless the same shall have actually been deposited with such Successor Landlord; (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 ability to terminate this Lease as a result of such Landlord default; (e) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (f) not be bound by any amendment or modification of the Lease or any cancellation of the same made without Successor Landlord's prior written consent; (g) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord's interest, and (h) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease or underlying lease heretofore or hereafter affecting shall be non-recourse as to any assets of such Successor Landlord other than its interest in the ProjectBuilding and its related improvements. Notwithstanding the foregoing, in the event that, subsequent Tenant's subordination shall only be effective as to the execution extent that the future Mortgagee agrees that this Lease shall survive the termination of this leasethe Mortgagee's interest by lapse of time, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for otherwise so long as Tenant performs its obligations is not in default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. This Lease is subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, as well as all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this lease Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders reasonably deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any mortgageand all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant's right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. Tenant agrees, within ten (10) days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all commercially reasonable documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates provided that such documents or instruments provide that Tenant's occupancy shall not be disturbed so long as Tenant timely pays the Rent and otherwise is not in default under this Lease (hereinafter, a "SNDA"). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or like encumbrance heretofore or hereafter placed upon the Project or the premises by Landlord or its successors any deed in interestlieu thereof, to secure attorn to the payment purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after its receipt of monies loaned, interest thereon and/or other obligations, and written request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this lease also shall be subject and subordinate Lease to any ground lease mortgagee or underlying lease heretofore deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or hereafter affecting deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the Projectprovisions 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 Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the foregoing, in the event that, subsequent Landlord shall use commercially reasonable efforts to the execution obtain an SNDA from any future holder of this lease, a new mortgage, mortgage or deed of trust or like encumbrance on for the premises is createdBuilding, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that at Tenant's rights under this lease cost, but Landlord's failure to do so shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations a default under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Project.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any mortgage, deed part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or like encumbrance heretofore any part of the Building; (iii) all past and future advances made under any such mortgages or hereafter placed upon the Project or the premises by Landlord or its successors in interestdeeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that as a condition precedent to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure or deed in lieu of foreclosure of, or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, deed of trust, like encumbrance, ground lease, or underlying lease. On or before the commencement date subordination of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, obtain nondisturbance and attornment agreements in commercially reasonable formform from the landlord under any such ground lease or master lease and from the holders of any such mortgages and deeds of trust, executed as applicable. Further, any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a "Mortgagee") shall have the right to elect, by Bank written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of America with respect trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a "Successor Landlord") shall (i) not be liable for any act or omission of Landlord or its mortgage lien encumbering predecessors, if any, prior to the Projectdate of such Successor Landlord's succession to Landlord's interest under this Lease; and (ii) 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 terminate this Lease as a result of such Landlord default. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements.

Subordination. This Lease, and the rights of Tenant agrees that this lease hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any mortgagepart of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or like encumbrance heretofore or hereafter placed upon beneficiary is hereinafter referred to as a “Mortgagee”) shall have the Project or the premises right to elect, by Landlord or its successors in interestwritten notice given to Tenant, to secure the payment of monies loaned, interest thereon and/or other obligations, and have this lease also shall be subject and subordinate Lease made superior in whole or in part to any such ground lease or underlying lease heretofore or hereafter affecting the Project. Notwithstanding the foregoing, in the event that, subsequent to the execution of this lease, a new mortgagemaster lease, mortgage or deed of trust (or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessorground lease, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure master lease, mortgage or deed in lieu of foreclosure of, trust but superior to any junior mortgage or sale under such encumbrances for so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations under this lease). Tenant agrees to execute and deliver, upon demand of Landlord, any and all instruments reasonably desired by Landlord, subordinating in the manner requested by Landlord, this lease to such mortgage, junior deed of trust). Upon demand, like encumbranceTenant shall execute, ground leaseacknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or underlying lease. On omission of Landlord or before its predecessors, if any, prior to the commencement 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 might have been able to assert against Landlord or its predecessors, if any, prior 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 the Lease unless the same shall have 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 terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (vii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements. Landlord shall deliver to provide Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the ProjectLender’s SNDA and will reasonably assist with future Lender’s.

Subordination. Tenant agrees that Landlord hereby represents and warrants to Tenant, as of the date of this lease Lease, the only party having a deed of trust affecting the Project or any portion thereof is Deutsche Bank AG. Concurrently with the full execution and delivery of this Lease, Landlord shall provide an "SNDAA" (defined below) form Landlord's current lender for the Project, which SNDAA shall be in the from of Exhibit F. This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed of trust or like encumbrance heretofore other encumbrances now or hereafter placed in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project security of such mortgages or trust deeds (collectively, the "Encumbrances"), unless the holders of such Encumbrances, or the premises by Landlord or its successors in interest, to secure the payment of monies loaned, interest thereon and/or other obligations, and this lease also shall be subject and subordinate to any lessors under such ground lease or underlying lease heretofore or hereafter affecting leases (collectively, the Project"Mortgagee"), require in writing that this Lease be superior thereto; provided, however, that in consideration of and a condition precedent to Tenant's agreement to subordinate this Lease to any future Encumbrances, shall be the receipt by Tenant of a commercially reasonable non-disturbance agreement which requires such Mortgagee to accept this Lease, and not to disturb Tenant's possession, so long as Tenant is not in default under this Lease after any applicable notice and cure period expressly set forth in this Lease (a "SNDAA") executed by Landlord and the appropriate Mortgagee. Notwithstanding the foregoingSubject to Tenant's receipt of an SNDAA, Tenant covenants and agrees in the event that, subsequent to any proceedings are brought for the execution foreclosure of this lease, a new mortgage, deed of trust or like encumbrance on the premises is created, or a ground lease or underlying lease to which this lease shall be subordinate is entered into, then this lease shall be subject and subordinate to any such encumbrance or lease only if Landlord obtains from such mortgagor or lessor a written agreement in form acceptable to such mortgagor or lessor, providing substantially that Tenant's rights under this lease shall not be affected by any foreclosure mortgage or deed in lieu of 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 ofsale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or sale lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such encumbrances for lienholder or purchaser or ground lessor shall agree to accept this Lease and be bound as Landlord hereunder, and shall further agree not to disturb Tenant's occupancy, so long as Tenant performs its obligations under this lease (or, in the case of a ground lease or underlying lease, Tenant's rights shall not be affected by any termination of such lease for so long as Tenant performs its obligations in default under this lease)Lease after any applicable notice and cure period expressly set forth in this Lease. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant agrees to execute and delivershall, upon demand within ten (10) business days of Landlord, any and all instruments reasonably desired request by Landlord, subordinating in execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the manner requested by Landlordsubordination or superiority of this Lease to any such mortgages, this lease to such mortgage, deed of trust, like encumbrancetrust deeds, ground lease, leases or underlying lease. On or before the commencement date of this Lease, Landlord shall deliver to Tenant a recordable non-disturbance agreement in favor of Tenant, in commercially reasonable form, executed by Bank of America with respect to its mortgage lien encumbering the Projectleases.