Common use of Subordination Clause in Contracts

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

Subordination. This Lease and the (including all rights of Tenant hereunder are expressly hereunder) is automatically subject and subordinate to the lien of any mortgage or deed of trust constituting or other indenture (each a lien on “Mortgage”) now or hereafter affecting Landlord's fee ’s interest in the Premises ("Landlord Premises, and all renewals, replacements and extensions thereof, and all advances and interest under any Mortgage") . To the extent requested by Landlord, Txxxxx shall execute commercially reasonably documentation evidencing the subordination to Landlord’s existing and any renewalsfuture Mortgage holder (“Mortgagee”), extensionsincluding the execution of a subordination, modificationsnon-disturbance, consolidations and replacements thereofattornment agreement (“SNDA”), which now provided such SNDA sets forth that Tenant’s tenancy under this Lease will not be disturbed so long as Tenant is not in default under this Lease beyond any applicable cure period. If in connection with existing or hereafter affect all or any portion future financing of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that Premises, the holder of any Mortgage request modifications in this Lease, Tenant will not unreasonably withhold or delay its consent to such modifications, provided that they do not unreasonably increase the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf obligation of Tenant hereunder, reduce Txxxxx’s rights hereunder, or materially and adversely affect the leasehold interest created by this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize Upon termination of this Lease and the rights through foreclosure of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), Tenant shall agree to accept the purchaser at the foreclosure sale (or the transferee under the deed in lieu) or ground lessor as Landlord under this Lease shall remain provided such new Landlord agrees not to disturb Tenant’s tenancy under this Lease for so long as Tenant remains in full force compliance with, and effect not in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1breach of, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have Terms hereof and, upon demand, enter into a new lease agreement with such purchaser, transferee or ground lessor for the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment unexpired term of this Lease entered into after at the date same Rent and under the same provision of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

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

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

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

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

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

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

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

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

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

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject to and subordinate to so all ground leases, mortgages and deeds of trust which affect the lien Building or the Property and which are of public record as of the Term Commencement Date, and so all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust constituting a lien on shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable so make this Lease prior thereto. Tenant hereby consents to Landlord's fee interest in ground leasing the Premises ("land underlying the Building or the Property and/or encumbering the Building or the Property as security for future loans on such terms as Landlord Mortgage") shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate so this Lease. However, if any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all lessor under any such future ground lease or any portion lender holding such future mortgage or deed of the Premises (except to the extent that any such instrument expressly provides trust shall desire or require that this Lease is superior be made subject to it); provided that and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten days after Landlord's written request therefor, so execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender as may be necessary or proper to assure the holder subordination of the Landlord Mortgage ("Landlord Lender") this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and so recognize Tenant's rights under this Lease and agrees not to disturb Tenant's quiet possession of the Leased Premises so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. If Landlord assigns the Lease as security for a loan, Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents as are reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable the lender and to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially provide reasonable provisions in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of protecting such lender's interests. Notwithstanding the provisions security interest which are customarily required by institutional lenders making loans secured by a deed of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenttrust.

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

Subordination. This Lease Junior Lender hereby subordinates to Lender all present and future rights and interests of Junior Lender in and to the Subordinated Debt, and all present and future rights of Junior Lender in any future Subordinated Debt (if consented to in writing by Lender in accordance with the terms of Section 7(E)), the Subordinated Documents and all mortgages, financing statements, security interests, purchase money security interests and other rights now held or hereafter acquired by Junior Lender thereunder or in connection therewith to the Bank Debt and the Senior Loan Documents and all mortgages, financing statements, security interests and other rights and interests now held or hereafter acquired by Lender under the Senior Loan Documents or in connection with the Bank Debt, all on the terms and conditions set forth in this Agreement, and all to the end that the right of Lender to payment of the Bank Debt and to realize on any collateral security provided by any Senior Loan Documents shall be deemed superior in right and prior in time to all rights of Tenant hereunder are expressly subject and subordinate Junior Lender under the Subordinated Documents including, but not limited to, the right to the lien of receive payment from any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion guarantor of the Premises (except Bank Debt. Junior Lender hereby postpones and subordinates, to the extent that and in the manner provided in this Agreement, all of the Subordinated Debt to the payment of all of the Bank Debt. If the Borrowers or any of them, issue or have issued any instrument or document evidencing the Subordinated Debt, each such instrument expressly provides and document shall bear a conspicuous legend that this Lease it is superior subordinated to it); provided the Bank Debt. Borrowers’ and Junior Lender’s books shall be marked to evidence the subordination of all of the Subordinated Debt to Lender. Upon the request of Lender, Junior Lender hereby agrees to provide evidence to Lender that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under notations required by this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderAgreement have been made. Tenant Junior Lender agrees to execute and deliver to Landlord Lender any assignments and instruments deemed reasonably necessary to Lender to effect collection of any Landlord Lender and all payments which may be made at any time on account of the Subordinated Debt which are made in violation of this Agreement. Upon execution by all parties hereto, the parties will file appropriate UCC-3 financing statements, reflecting the terms hereof or the subordination of any filings or financing statements. Without limiting the generality of the foregoing, Junior Lender hereby acknowledges, covenants and agrees (a) that the lien of the Senior Loan Documents given by Borrowers shall be and shall continue to be, in all respects a lien prior and superior to the lien of the Subordinated Debt and all Subordinated Documents at any given time by any Borrower to Junior Lender and (b) that Junior Lender will execute such recordable memoranda of Lender’s rights hereunder as Lender may reasonably request from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.

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

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, as renewed, modified, and/or extended from time to time, a lien on “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified, and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Concurrently with the execution of this Lease, and in the future with respect to any documentation reasonably required by any TF Lender or future Landlord’s Mortgagee, at the Tenant’s request, Landlord shall work in good faith with Tenant Lenderand its lender to negotiate mutually acceptable terms and conditions of a commercially reasonable Subordination, which are Attornment and Non-Disturbance Agreement (“SNDA”) from Landlord’s Mortgagee, in a form reasonably acceptable to Landlord Landlord, Tenant, and Landlord’s Mortgagee. Tenant shall be responsible for any Landlord Lender, to confirm the priority fee charged by Lender for delivery of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one SNDA (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentcurrently $2,500.00).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination. 7.1 This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate to each and every ground or underlying lease of the Real Property or the Building heretofore or hereafter made by Landlord (collectively the “Superior Leases”) and to each and every trust indenture and mortgage (collectively the “Mortgages”) which may now or hereafter affect the Real Property, the Building or any such Superior Lease and the leasehold interest created thereby, and to all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof or thereto, substitutions therefor, and advances made thereunder. This clause shall have be self-operative and no further instrument of subordination shall be required to make the rightinterest of any lessor under a Superior Lease, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording trustee or mortgagee of a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound Mortgage superior to the terms interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall execute promptly. any material modification or amendment of this Lease entered into after certificate solely to confirm such subordination that Landlord may reasonably request If the date of such Landlord Mortgageexpiration of any Superior Lease shall be the same day as the Expiration Date, unless such Landlord Lender has consented the Term shall end and expire twelve (12) hours prior to such material modification or amendmentthe expiration of the Superior Lease. Tenant hereby covenants and agrees that after the date of such Landlord Mortgagethat, except as expressly provided herein, Tenant shall not pay do anything that would constitute a default under any Superior Lease or Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any installment of Base Rent more than one (I) month in advance of the due date thereofforegoing, unless provided that Landlord Lender shall consent have given prior written notice to Tenant of the applicable terms of such prepaymentSuperior Lease or Mortgage. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, any lending institution shall request reasonable modifications of this Lease that do not materially increase the obligations or materially and adversely affect the rights of Tenant under this Lease, Tenant covenants to promptly make such modifications. Landlord shall use reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from Landlord’s lender on their standard form, provided, however, that effectiveness of this Lease shall not be contingent on Landlord obtaining any such non-disturbance agreement.

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

Subordination. 23.1 This Lease and the Tenant's rights of Tenant hereunder are expressly and will remain subject and subordinate to the lien of any mortgage or ground lease, mortgage, deed of trust constituting a lien on Landlord's fee interest in or any other hypothecation for security now or hereafter placed upon the real property of which the Premises are a part (the "Landlord MortgageProperty") ), and any to all increases, renewals, extensions, modifications, consolidations consolidations, replacements, and replacements thereof, which now or hereafter affect all or any portion of extensions thereof (collectively referred to as the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it"Mortgage"); provided that . If the holder of a Mortgage becomes the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use owner of the Premises Property by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election Tenant will be bound to such holder or its successor-in-interest under all terms and Tenantconditions of this Lease, and Tenant will be deemed to have attorned to and recognized such holder or successor as Landlord's rights under this successor-in-interest for the remainder of the Lease so long as there shall Term or any extension thereof. The foregoing is self-operative and no further instrument of subordination and/or attornment will be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested necessary unless required by Landlord or Landlord's Lenderthe holder of a Mortgage, in which are reasonably acceptable to case Tenant and Tenant's Lenderwill, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request written request, execute and deliver without charge any documentation documents reasonably required by any TF Lender Landlord or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, such holder in order to confirm the priority subordination and attornment set forth above. No indemnification obligation of Landlord under this Lease shall be assumed by or binding upon any such lender's interestsMortgage holder. Notwithstanding the provisions of this Section 17.1, Should the holder of any Landlord a Mortgage to which request that this Lease is subject and subordinate shall have the rightTenant's rights hereunder be made superior, at its sole option, at any timerather than subordinate, to subordinate and subject the Landlord Mortgage, then Tenant will, within ten (10) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in whole or in part, order to this effectuate and evidence such superiority of the Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms Mortgage. If Landlord has made an assignment of rents and leases to the Mortgage holder, Tenant agrees to be comply with any material modification or amendment of this Lease entered into after the date provisions of such Landlord Mortgage, unless such Landlord Lender has consented assignment requiring the payment of rents to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgage holder.

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

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

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

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

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

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

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

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

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting a trust, ground lease or other lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now presently existing or hereafter affect all placed upon the Building or any portion of the Premises Premises, and to any renewals and extensions thereof (except to collectively, “Superior Rights” and the extent holder of any such rights a “Superior Rights Holder”). Tenant agrees that any such instrument expressly provides Superior Rights Holder shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease and shall have the right at any time to subordinate its mortgage, deed of trust, ground lease or other lien to this Lease; provided, however, notwithstanding that this Lease is may be (or may become) superior to it)a Superior Rights Holder, the Superior Rights Holder shall not be liable for prepaid rentals, security deposits and claims accruing during Landlord's ownership; and further provided that the holder provisions of a mortgage, deed of trust, ground lease or other lien relative to the rights of the Landlord Mortgage mortgagee with respect to proceeds arising from an eminent domain taking ("Landlord Lender"including a voluntary conveyance by Landlord) agrees in writing not and provisions relative to disturb Tenant, Tenant's right proceeds arising from insurance payable by reason of damage to possession and use or destruction of the Premises shall be prior and Tenant's rights under superior to any contrary provisions contained in this Lease so long as there with respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any Superior Rights hereafter placed upon the Premises. The foregoing agreements shall be no Event effective without the execution of Default on behalf of any further documents, provided, however, that Tenant hereunder. Tenant hereby agrees upon demand to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by further instruments subordinating this Lease as Landlord or Landlord's Lendera Superior Rights Holder may request, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially such Superior Rights Holder's standard form of subordination, non-disturbance and attornment agreement. Landlord shall use commercially reasonable efforts to obtain from any such Superior Rights Holder a written agreement that after a foreclosure (or a deed in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and lieu of foreclosure) the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect during the term of this Lease so long as Tenant shall continue to recognize and timely perform all of the covenants and conditions of this Lease. Tenant shall recognize as its landlord and attorn to any person succeeding to Landlord under this Lease upon any foreclosure or deed in accordance with its termslieu of foreclosure by Landlord's mortgagee at the election of such mortgagee or successor-in-interest. Landlord and any Landlord Lender Upon request of such mortgagee or successor-in-interest, Tenant shall execute within ten and deliver an instrument or instruments confirming its attornment; provided, however, that any successor-in-interest will not be (10i) days after request any documentation reasonably bound by payment of rent for more than one month in advance (except as otherwise required under this Lease), (ii) bound by any TF Lender amendment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, modification to this Lease which was subject to approval by recording a unilateral declaration such mortgagee or successor- in-interest pursuant to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound mortgagee's agreements with Landlord, if such amendment or modification to the terms of any material modification or amendment of this Lease entered into after was in fact made without the date consent of the mortgagee, (iii) liable for any security deposit not actually received by such mortgagee or successor-in-interest (provided, that if Landlord Mortgage, unless such Landlord Lender has consented not transferred the Security Deposit to such material modification or amendment. successor-in-interest, then Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay may look to Landlord any installment of Base Rent more than one (I) month in advance for return of the due date thereofSecurity Deposit even if Landlord is no longer the landlord under this Lease), unless Landlord Lender shall consent or (iv) liable for or subject to such prepaymentclaims or offsets accruing during Landlord's ownership or previous acts or omissions of Landlord.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises Mortgage or any ground lease, master lease, or primary lease (each, a "Landlord MortgagePrimary Lease") and any renewals), extensions, modifications, consolidations and replacements thereof, which that now or hereafter affect covers all or any portion part of the Premises (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage or the lessor under any such Primary Lease is superior referred to it); provided that the holder of the Landlord Mortgage (herein as a "Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderMortgagee Landlord shall use reasonable efforts to obtain a subordination, which are non-disturbance and attomment agreement from the current Landlord's Mortgagee, in the form of Exhibit J hereto or another form reasonably acceptable to Tenant and TenantLandlord's LenderMortgagee, within 30 days from the date hereof; however, Landlord's failure to confirm or effect deliver such agreement shall not constitute a default by Landlord hereunder nor affect the subordination including, without limitation, an SNDA substantially of the Lease as provided in the form attached as Exhibit Ethis Section; and further provided that any costs associated with obtaining such Landlord Lender agrees to recognize this Lease subordination, non-disturbance and the rights of Tenant set forth herein for so long as there attomment agreement shall be no Event of Default on behalf of paid by Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) 15 days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderLandlord's interestswritten requesx therefor. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionAny Landlord's Mortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord's Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord's Mortgagee's Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

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

Subordination. This Lease Reference is made to: (a) that certain facility agreement entered into by the Debtor, as borrower, and certain Israeli Financial institutions, as lenders (“Existing Facility Agreement”); (b) that certain Consent to the Creation of a Second Lien, dated on or about the date hereof (together with the undertakings of Mortgagor and Mortgagee thereunder, as amended, restated, supplemented or otherwise modified from time to time, the “Consent Letter”) from the facility agent under the Existing Facility Agreement to Mortgagee and Mortgagor. The parties hereby agree and acknowledge that this Deed of Trust and the rights of Tenant liens granted hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest terms and conditions set forth in the Premises ("Landlord Mortgage") Consent Letter, and any renewalsthey will be bound by, extensionsand will take no actions hereunder contrary to, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion the provisions of the Premises (except Consent Letter. THIS DEED OF TRUST, THE NPLP DEED OF TRUST, AND THE OTHER RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [SIGNATURE PAGE FOLLOWS] Executed on the date set forth in the acknowledgment below, to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder be delivered and effective as of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantEffective Date. MORTGAGOR: NAVITAS PETROLEUM ONSHORE, Tenant's right to possession and use LLC By: Name: Title: STATE OF TEXAS § COUNTY OF XXXXXX § This instrument was acknowledged before me on July <>, 2023, by as of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default Navitas Petroleum Onshore, LLC, a Delaware limited liability company, on behalf of Tenant hereundersaid limited liability company. Tenant agrees WITNESS my hand and official seal. Notary Public [seal] My Commission Expires: Signature Page to execute Signature Page to Second Lien Deed of Trust, Security Agreement, Financing Statement, Assignment of Production and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderFixture Filing EXHIBIT A TO SECOND LIEN DEED OF TRUST, which are reasonably acceptable to Tenant and Tenant's LenderSECURITY AGREEMENT, to confirm or effect such subordination includingFINANCING STATEMENT, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.ASSIGNMENT OF PRODUCTION AND FIXTURE FILING

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

Subordination. This (a) Landlord may have heretofore or may hereafter encumber with a mortgage, deed of trust, deed to secure debt, financing statement or other security interests (collectively, a “Mortgage”) the Land, the Building, the Project or any part thereof or any interest therein, may sell and lease back the Land, the Project or any part thereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with a Mortgage. (the holder of any Mortgage is herein called a “Mortgagee.” A lease creating Landlord’s interest in the Land, the Building, the Project or part thereof is herein called a “Ground Lease” and the lessor under any such Ground Lease is herein called a “Ground Lessor”). Provided that any Mortgagee or Ground Lessor executes and delivers an SNDA (as hereafter defined), this Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times to the lien of any mortgage Mortgage and to any Ground Lease now or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") hereafter existing, and any to all amendments, modifications, renewals, extensions, modifications, consolidations and replacements thereof, which now and to all advances made or hereafter affect all to be made upon the security thereof; provided, however, that whether or any portion of not an SNDA is executed and delivered, the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantMortgagee or Ground Lessor shall not, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Tenant shall not be in default under this Lease, disturb Tenant in its possession of the Leased Premises or terminate Tenant’s rights hereunder. With respect to Landlord’s existing Mortgagee, the foregoing subordination of this Lease and non-disturbance of Tenant shall be no Event memorialized in a Subordination, Non-Disturbance and Attornment Agreement, in a form substantially as shown on Exhibit K hereto. With respect to any subsequent Mortgagee or Ground Lessor, the subordination and non-disturbance agreement shall either be substantially in the form of Default on behalf of Exhibit K or shall be in the standard form required by such Mortgagee or Ground Lessor but with such changes as are customarily requested by, and granted to, major institutional tenants such as Tenant hereunder(in either case, an “SNDA”). Tenant agrees to execute and deliver to Landlord and an SNDA reflecting any Landlord Lender at any time and from time to time all such documents reasonably requested Mortgagee or Ground Lessor designated by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority Tenant’s receipt of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentwritten request.

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

Subordination. This Lease At the option of Landlord, this Lease, and the all rights of Tenant hereunder hereunder, are expressly and shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the lien Building or the Project now or hereafter existing and each of any mortgage the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to all mortgages or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, deeds which may now or hereafter affect all the Building, the Project or any portion of such leases and each of the terms, covenants and conditions thereto (the “Superior Mortgage(s)”), whether or not such mortgages or trust deeds shall also cover other land, buildings or leases, to each and every advance made or hereafter to be made under such mortgages or trust deeds, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or trust deeds and spreaders and consolidations of such mortgages or trust deeds. Landlord represents to Tenant that there is currently no Superior Mortgage affecting the Building or the Project. This Paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute, acknowledge and deliver any reasonable instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or trust deed or any of their respective successors in interest may reasonably request to evidence such subordination, provided that such instrument provides customary nondisturbance protection for Tenant (i.e., Tenant’s possession of the Premises (except shall not be disturbed so long as Tenant is not in Default and attorns to the extent that any record owner of the Premises). Without limiting the foregoing, Tenant’s failure to execute, acknowledge and deliver such instrument expressly provides that this within the aforesaid time period shall constitute a Default hereunder. As used herein the lessor of a Superior Lease or its successor in interest is superior to it)herein called “Superior Lessor”; provided that and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord Mortgage under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed ("such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant shall attorn to and recognize such Successor Landlord Lender") agrees in writing not to disturb as Tenant’s landlord under this Lease (without the need for further agreement), Tenant's right to ’s possession and use of the Premises and Tenant's rights under this Lease shall not be disturbed so long as there Tenant is not in Default and Tenant shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to promptly execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided reasonable instrument that such Successor Landlord Lender agrees may reasonably request to recognize this Lease evidence such attornment and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereundernondisturbance. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this This Lease shall remain continue in full force and effect in accordance with its terms. as a direct lease between the 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 liable for any previous act or omission of Landlord Lender under this Lease, except to the extent such act or omission shall execute within ten constitute a continuing landlord default hereunder; (10b) days after request be subject to any documentation reasonably required offset, not expressly provided for in this Lease; or (c) be bound by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material previous modification or amendment of this Lease entered into after the date or by any previous prepayment of such Landlord Mortgagemore than one month’s Base Rent, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after prepayment shall have been expressly approved in writing by Landlord or the date of such Successor Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month or its predecessor in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentinterest).

Subordination. This Tenant agrees that upon request from the Landlord, ------------- from the holder or proposed holder of any Security Deed or from the lessor or proposed lessor under any underlying lease, Tenant shall execute a subordination, non-disturbance and attornment agreement ("non-disturbance agreement") subordinating this Lease to the interest of such holder or lessor and their respective heirs, successors and assigns. The holder of any such Security Deed or the lessor under any such underlying lease shall agree in such nondisturbance agreement that, so long as Tenant complies with all of the terms and conditions of this Lease and is not in default hereunder beyond the rights period of Tenant hereunder are expressly subject and subordinate to the lien cure of any mortgage such default as provided herein, such holder or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all lessor or any portion of person or entity acquiring the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder interest of the Landlord Mortgage under this Lease as a result of the enforcement of such Security Deed or lease or deed in lieu thereof (the "Landlord LenderSuccessor Landlord") agrees in writing shall not take any action to disturb Tenant, Tenant's right to possession and use of the Demised Premises during the remainder of the Lease Term and any extension or renewal thereof and the Successor Landlord shall recognize all of Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and Lease, despite any Landlord Lender at any time and from time to time all foreclosure, lease termination or other action by such documents reasonably requested by Landlord holder or Landlord's Lenderlessor, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially the taking of possession of the Demised Premises or any portion thereof by the Successor Landlord or the exercise of any assignment of rents by the holder or lessor. In any such non-disturbance agreement, Tenant shall agree to give the holder of the Security Deed (or, in the form attached case of an underlying lease, the lessor thereunder) notice of defaults by Landlord hereunder (but only to the address previously supplied to Tenant in writing) at the same time as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable notice is given to Landlord and any time periods to cure such defaults which are the same as those granted to Landlord Lender, to confirm the priority of hereunder (which time period shall run from and after such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease notice is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration given to such effect. holder or lessor), and Tenant hereby agrees shall further agree that any Successor Landlord Lender shall not be bound personally liable for any accrued obligation of the former landlord, or for any act or omission of the former landlord, whether prior to or after such enforcement proceedings, nor be subject to any counterclaims which shall have accrued to Tenant against the former landlord prior to the terms date upon which such party shall become the owner of the Demised Premises. Such non- disturbance agreement shall also provide for the attornment by Tenant to the Successor Landlord and shall provide that such Successor Landlord shall not be (a) subject to any material modification offsets which the Tenant might have against the former landlord; (b) bound by any Base Rental or amendment of any other payments which the Tenant under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent might have paid for more than one (I1) month in advance to any former landlord under this Lease; or (c) bound by any amendment or modification of this Lease made without the express written consent of the due date thereofholder of the Security Deed or lessor under the underlying lease, unless as the case may be. Landlord Lender shall consent to will join in the signing of the non- disturbance agreement, and such prepaymentnon-disturbance agreement will be in the form suitable for recording in the deed records of Xxxx County, Tennessee.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on “Mortgage”) or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days after written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of therefor such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgagedocumentation, in whole or in partrecordable form if required, as a Landlord’s Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Landlord Mortgagerepresents to Tenant that, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance as of the due date thereofEffective Date, unless there is no Mortgage or Primary Lease that encumbers the Premises. Tenant’s obligation to execute a subordination agreement with respect to any future Mortgage or Primary Lease shall be contingent upon Landlord Lender shall consent to such prepayment.providing Tenant a commercially reasonable non-disturbance agreement from the applicable future Landlord’s Mortgagee. Lease Agreement (Triple Net) – 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx

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

Subordination. This Subject to the terms and conditions of this section, this Lease and the Tenant’s rights of Tenant hereunder under this Lease are expressly subject and subordinate to the lien of any mortgage ground lease or underlying lease, first mortgage, first deed of trust constituting a trust, or other first lien on Landlord's fee interest in against the Premises ("Landlord Mortgage") and Leased Property, together with any renewalsrenewal, extensionsconsolidation, modificationsextension, consolidations and replacements modification or replacement thereof, which now or hereafter affect all at any subsequent time affects the Leased Property or any portion interest of Landlord in the Premises (Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior superior. The foregoing subordination provision is expressly conditioned upon any lessor or 3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX 00 mortgagee being obligated and bound to it); provided that recognize Tenant as the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not tenant under this Lease, and such lessor or mortgagee shall have no right to disturb Tenant’s possession, Tenant's right to possession use and use occupancy of the Premises and Leased Property or Tenant's ’s enjoyment of its rights under this Lease so long as there shall be no unless and until an Event of Default on behalf of Tenant occurs hereunder. Any foreclosure action or proceeding by any mortgagee with respect to the Leased Property shall not affect Tenant’s rights under this Lease and shall not terminate this Lease unless and until an Event of Default occurs hereunder. The foregoing provisions will be self-operative, and no further instrument will be required in order to effect them. However, Tenant agrees to execute shall execute, acknowledge and deliver to Landlord and any Landlord Lender Landlord, at any time and from time to time all upon demand by Landlord, such documents reasonably as may be requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lenderany mortgagee or any holder of any mortgage or other instrument described in this section, to confirm or effect any such subordination includingsubordination, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that any such Landlord Lender agrees to recognize this Lease and the rights of Tenant document shall include a nondisturbance provision as set forth herein for so long as there in this section satisfactory to Tenant. Any mortgagee of the Leased Property shall be no Event of Default deemed to be bound by the nondisturbance provision set forth in this section. If Tenant fails or refuses to execute, acknowledge, and deliver any such document within 20 days after written demand, Landlord may execute acknowledge and deliver any such document on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectas Tenant’s attorney-in-fact. Tenant hereby agrees that constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant’s attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant any Landlord Lender shall not be bound to the terms documents described in this section. This power of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentattorney is coupled with an interest and is irrevocable.

Subordination. This Without the necessity of an additional document being executed by Tenant for the purpose of effecting subordination, and at the election of Landlord or any Mortgagee with lien on the Premises, this Lease and the any and all rights of Tenant hereunder are expressly (including, without limitation any options and rights of first refusal granted hereunder) will be subject and subordinate at all times to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest which may now exist or hereafter be executed in any amount for which the Premises ("Landlord Mortgage") is specified as security and any renewalsand all rights of any Mortgagee or beneficiary thereunder; provided, extensionshowever, modificationsthat such subordination shall not be effective unless such Mortgagee or beneficiary shall agree that, consolidations so long as Tenant is not in default under any of the terms covenants or conditions of this Lease beyond any applicable notice and/or cure periods, this Lease shall not be terminated by Landlord and replacements thereof, which now or hereafter affect all or any portion Txxxxx’s possession of the Premises (except to hereunder shall not be disturbed. In the extent event that any such instrument expressly provides that this Lease mortgage or deed of trust is superior foreclosed or conveyance in lieu of foreclosure is made for any reason, Tenant will, notwithstanding any subordination, attorn to it); provided that and become the holder Tenant of the Landlord Mortgage ("Landlord Lender") agrees successor in writing not interest to disturb TenantLandlord, Tenant's right to so long as Txxxxx’s possession and use of the Premises hereunder shall not be disturbed and Tenant's rights under this Lease shall continue in full force and effect so long as there Tenant is not in default under any of the terms covenants or conditions of this Lease beyond any applicable notice and/or cure periods. Simultaneously with the execution hereof, Landlord shall deliver to Tenant with regard to any and all mortgages or deeds of trust encumbering the Premises and placed thereon by Landlord as of the Effective Date, if any, a subordination, non-disturbance and attornment agreement (an “SNDA”) employing the subject Mortgagee’s commercially reasonable form SNDA with reasonable modifications as may be no Event of Default on behalf of Tenant hereunderrequested by Txxxxx as necessary. Tenant covenants and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents document or instrument reasonably requested by Landlord or Landlord's Lenderits Mortgagee or beneficiary under deed of trust, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect evidencing such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; of this Lease with respect to any such lien of any such mortgage or deed of trust provided that such Landlord Lender document or instrument is consistent with Txxxxx’s nondisturbance rights as set forth above, and is on the subject Mortgagee’s commercially reasonable form SNDA as set forth above. Tenant agrees to recognize this Lease and the rights give any holder of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord mortgage and any ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord Lender by Tenant, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of Assignment of Rents and Leases, or otherwise) of the address of such mortgage holder or ground lessor (hereafter the “Notified Party”). Tenant further agrees that if Landlord shall execute have failed to cure such default within ten twenty (1020) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if Landlord has commenced within such twenty (20) days and any Landlord Lenderis diligently pursuing the remedies or steps necessary to cure or correct such default), to confirm then the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate Notified Party shall have the right, at its sole option, at any an additional thirty (30) days within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to subordinate and subject cure or correct such default). Until the Landlord Mortgagetime allowed, in whole or in partas aforesaid, for the Notified Party to this Lease by recording a unilateral declaration to cure such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender default has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgageexpired without cure, Tenant shall not pay to Landlord any installment have no right to, and shall not, terminate this Lease on account of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLandlord’s default.

Subordination. This Tenant agrees that Tenant will subordinate this Lease to any mortgage encumbering the Building, which subordination shall be made in written form reasonably acceptable to the holder of such mortgage and Tenant within twenty (20) days after written request by Landlord, provided that Tenant shall have no obligation to so subordinate this Lease unless and until Tenant and such mortgagee enter into a non-disturbance agreement (a “Non-Disturbance Agreement”) reasonably satisfactory to Tenant and such mortgagee, which Non-Disturbance Agreement shall specifically include provisions substantially similar to those set forth herein below, and to the extent such agreement (when entered into) conflicts with this Section 15, the terms of such agreement shall control. Notwithstanding any provision of this Lease to the contrary, only with respect to the existing mortgage (or any refinancing thereof) in favor of Equitable Life Assurance Society of the United States (or its successor), Tenant hereby agrees to execute the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit “F”. Tenant and Landlord agree that a Non-Disturbance Agreement shall include provisions substantially similar to the following provisions (and shall be acceptable to Tenant if it includes such provisions): (a) Tenant shall expressly recognize and agree that the mortgagee may sell the Building in the manner provided for by law or in such instrument and such sale shall be made subject to this Lease; (b) in the event of transfer of title to the Building as the result of the enforcement by the mortgagee of the remedies provided for by law or by such mortgage, Tenant will, as a result of such enforcement, automatically become the Tenant of such mortgagee or other successor in title as a result of such enforcement (the “Successor”) without change in the provisions of this Lease and the Tenant’s rights of Tenant hereunder are expressly subject and subordinate to the lien estate under this Lease shall not be disturbed as a result of any mortgage such enforcement; provided, however, that such Successor shall not (i) be liable for any act, omission, neglect or deed default of trust constituting a lien on Landlord's fee interest in the Premises ("its predecessor Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent (and for the time period) that any Successor continues such instrument expressly provides that this Lease is superior to itact, omission, neglect or default after becoming owner of the Building); , provided that the holder of foregoing shall not limit, restrict or impair any other remedy available to Tenant under this Lease, (ii) be required to make any capital improvements to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of Building or the Premises and Tenant's rights under this Lease so long as there shall which Landlord may have agreed to make but had not completed, (iii) be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required bound by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority payment of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent Monthly Rental for more than one (I1) month in advance advance, (iv) be subject to any offsets or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Successor shall become the owner of the due date thereofBuilding except to the extent (and for the time period) that Successor continues any prior act, unless Landlord Lender shall consent omission, neglect or default which gives rise to such prepaymentoffset or counterclaim after becoming owner of the Building; and (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 Successor and Tenant. The mortgagee may elect to cause their interest in the Building to be subordinate and junior to Tenant’s interest under this Lease by filing an instrument in the real property records in Xxxx County, Georgia, affecting such election and providing Tenant with notice of such election.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Subject to the lien provisions of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Section 30.9 and any renewalsthis Article 17, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior subordinate to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not all Superior Leases and Mortgages. Subject to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, Tenant shall execute, acknowledge and deliver any commercially reasonable subordination, nondisturbance and attornment agreement (“SNDA”) instrument that Landlord or the holder lessor, mortgagee or beneficiary under any of the Superior Leases and Mortgages may request within twenty (20) days after request (each of these lessors, mortgagees or beneficiaries is called a “Landlord’s Mortgagee”). However, if Landlord, Landlord’s Mortgagee or any other successor to Landlord Mortgage to which elects in writing, this Lease is subject shall be deemed superior to the Superior Leases and subordinate Mortgages specified, regardless of the date of recording, and Tenant shall have execute a commercially reasonable agreement confirming this election on request. Subject to having received an SNDA consistent with the rightrequirements of this Section 17.1 from such Landlord’s Mortgagee, at if Landlord’s Mortgagee or its sole optionsuccessor or any successor to Landlord succeeds to Landlord’s interests under this Lease, at any timewhether voluntarily or involuntarily, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration Tenant shall attorn to such effectperson and recognize such person as Landlord under this Lease. Notwithstanding any provisions of this Section 17.1 to the contrary, no subordination under this Section 17.1 shall be effective (and Tenant hereby agrees that any Landlord Lender shall not be bound required to execute and deliver any SNDA) unless and until the Landlord’s Mortgagee with respect to the terms of any material modification or amendment Superior Lease and Mortgage in question delivers an SNDA in commercially reasonable form and otherwise in compliance with the conditions of this Lease entered into after Section 17 (provided that execution by Tenant of the date form of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant non-disturbance agreement attached hereto as Exhibit “H” shall not pay be deemed an acknowledgment by Tenant that such agreement is commercially reasonable). All such non-disturbance agreements shall provide the same acknowledgment of offset rights granted to Landlord any installment of Base Rent more than one (I) month Tenant hereunder as exist in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentnon-disturbance agreement attached hereto as Exhibit “H”.

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

Subordination. Landlord hereby represents and warrants to Tenant, as of the date of this 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 and the rights of Tenant hereunder are expressly 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 mortgage, trust deed or deed of trust constituting a lien on Landlord's fee interest other encumbrances now or hereafter in force against the Premises ("Landlord Mortgage") Building or Project or any part thereof, if any, and any to all renewals, extensions, modifications, consolidations and replacements thereof, which now and to all advances made or hereafter affect all to be made upon the security of such mortgages or any portion trust deeds (collectively, the "Encumbrances"), unless the holders of such Encumbrances, or the Premises lessors under such ground lease or underlying leases (except to collectively, the extent that any such instrument expressly provides "Mortgagee"), require in writing that this Lease is be superior thereto; provided, however, that in consideration of and a condition precedent to it); provided that Tenant's agreement to subordinate this Lease to any future Encumbrances, shall be the holder receipt by Tenant of the Landlord Mortgage ("Landlord Lender") agrees in writing a commercially reasonable non-disturbance agreement which requires such Mortgagee to accept this Lease, and not to disturb Tenant's possession, Tenant's right to possession and use of the Premises and Tenant's rights 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. Subject to Tenant's receipt of an SNDAA, 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 be bound as Landlord hereunder, and shall further agree not to disturb Tenant's occupancy, so long as there Tenant shall not be no Event of Default on behalf of Tenant hereunderin default under this Lease after any applicable notice and cure period expressly set forth in this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender Landlord's interest herein may be assigned as security at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderany lienholder. Tenant shall, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days after of request any documentation by Landlord, execute such further commercially reasonable instruments or assurances as Landlord may reasonably required by any TF Lender deem necessary to evidence or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole subordination or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment superiority of this Lease entered into after the date of to any such Landlord Mortgagemortgages, unless such Landlord Lender has consented to such material modification trust deeds, ground leases or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentunderlying leases.

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

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

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

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

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

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

Subordination. This Without the necessity of any additional document, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting any portion of the Premises or Common Area; and (ii) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which that may now exist or hereafter affect all or be executed in any amount for which any portion of the Premises or Common Area or any ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that lien being herein defined as a "Mortgage" and the holder of any Mortgage being a "Mortgagee"). Notwithstanding the foregoing, Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any Mortgage to this Lease. If any ground lease or underlying lease terminates, or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made, for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any ground or underlying lease or to any lien, Mortgage, or other security interest affecting the Premises, and Tenant shall not attorn to the ground lessor, Mortgagee or other holder of the interest to which this Lease would be subordinated unless such ground lessor, Mortgagee or holder executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession and use of the Premises on the terms and Tenant's rights under conditions of this Lease if and for so long as there shall be no Event Tenant fully performs all of Default on behalf of Tenant its obligations hereunder. Tenant agrees to shall execute and deliver to Landlord upon demand by Landlord, and any Landlord Lender at any time and from time to time all such documents reasonably in the form requested by Landlord or Landlord's Lender, which are any Mortgagee and reasonably acceptable to Tenant and Tenant's Lender, to confirm any additional documents evidencing the priority or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage. Tenant shall execute, deliver and the rights authorize recordation of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage such documents within twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (1020) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderLandlord's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentwritten request.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of request which Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease and the rights of Tenant hereunder are expressly will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now exist or hereafter affect all be executed for which the Premises, or Landlord’s interest and estate in any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease said items, is superior to it); provided specified as security, provided, however, that the holder holders of the Landlord Mortgage ("Landlord Lender") agrees in writing such rights to which Tenant’s interests are subordinate agree that they will not to interfere with or disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights ’s tenancy under this Lease so long as there shall Tenant is not in default under this Lease. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant’s right to possession of the Premises will not be no Event of Default on behalf disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder. hereunder in the event of any such foreclosure proceeding or sale, Tenant covenants and agrees to execute and deliver to deliver, upon demand by Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees reasonably required by Landlord, any additional documents whose sole function is to recognize evidence the priority or subordination of this Lease and Tenant’s attornment agreement with respect to any such ground lease or underlying leases or the rights lien of Tenant set forth herein for so long as there shall be no Event any such mortgage or deed of Default on behalf of Tenant hereunder. Notwithstanding trust; provided, however, any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), such agreement subordinating this Lease to such lease, mortgage or deed of trust shall remain in full force contain a commercially reasonable nondisturbance provision. If Tenant fails to sign and effect in accordance with its terms. Landlord and return any Landlord Lender shall execute such documents within ten (10) business days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagereceipt, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month will be in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdefault hereunder. 25.

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

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

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

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

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of Landlord shall obtain from any mortgage or deed of trust constituting a lien on Landlord's fee interest Mortgagee, including the existing Landlord's Mortgagee, such Landlord's Mortgagee's written agreement providing that so long as Tenant is not in the Premises ("Landlord Mortgage") and any renewalsdefault under this Lease, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion Tenant's possession of the Premises (except in accordance with the terms of this Lease shall not be disturbed. Subject to the extent that Landlord providing Tenant such written nondisturbance agreement from any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)Mortgagee, this Lease shall remain be subordinate to any Superior Mortgage, including any existing Superior Mortgage. This Section shall be self-operative and no further instrument of subordination shall be required. However, in full force confirmation of such subordination, Tenant shall execute, acknowledge and effect deliver any instrument in accordance with its terms. commercially-reasonable form, acknowledging such subordination and non-disturbance rights of Landlord's Mortgagee and Tenant, respectively, that Landlord and or the lessor, mortgagee or beneficiary under any Landlord Lender shall execute of the Superior Mortgages may request, within ten (10) days after request request. (Each of these mortgagees or beneficiaries is called a "Landlord's Mortgagee"). However, if Landlord, Landlord's Mortgagee or any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable other successor to Landlord elects in writing, this Lease shall be deemed superior to the Superior Mortgages specified, regardless of the date of recording, and Tenant will execute an agreement confirming this election on request. If Landlord's Mortgagee or its successor or any successor to Landlord Lendersucceeds to Landlord's interests under this Lease, whether voluntarily or involuntarily, Tenant shall attorn to confirm such person and recognize such person as Landlord under this Lease, provided that such person agrees that if Tenant is not in default under this Lease, Tenant's possession of the priority of such lender's interests. Notwithstanding Premises in accordance with the provisions terms of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdisturbed.

Subordination. This Lease and the rights of Tenant hereunder are expressly Sublease is subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest Existing Master Lease. Except as provided in the Premises ("Landlord Mortgage"Section 26(b) below, all applicable terms and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion conditions of the Premises (except Existing Master Lease are incorporated into and made a part of this Sublease as if Sublessees were the Lessee under the Existing Master Lease. Without limiting the general nature of the immediately preceding sentence, Sublessees acknowledge and agree that Sublessees will protect, indemnify, save harmless and defend Lessor in accordance with Article XXI of the Existing Master Lease as if Sublessees were the Lessee under the Existing Master Lease. If any of the terms of this Sublease and the Existing Master Lease conflict, the terms of the Existing Master Lease will govern. Sublessor shall not agree with Lessor to terminate HNZW//3583-1 the Existing Master Lease without first having obtained the prior written consent of Sublessees. Such prior written consent of Sublessees shall not be required for such termination if Lessor agrees to lease the Facilities directly to Sublessees upon the terms and conditions of the Sublease. Unless expressly provided for in this Sublease to the extent that any such instrument expressly provides that contrary, Sublessees assume and agree to perform the Sublessor’s obligations under the Existing Master Lease during the term of this Lease is superior to it); provided Sublease, except that the holder of obligation to pay Base Rent and Additional Charges to Lessor under the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Existing Master Lease shall remain in full force the obligation of Sublessor and effect in accordance with its termsshall be considered performed by Sublessees upon payment of Base Rent and Additional Charges due under this Sublease. Landlord and Sublessees shall not cause or suffer any Landlord Lender shall execute within ten (10) days after request act of negligence that will violate any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of the Existing Master Lease. If the Existing Master Lease terminates for any reason, this Section 17.1Sublease shall terminate and the parties shall be relieved from all liabilities and obligations under this Sublease; provided, however, that if this Sublease is terminated by Lessor due to a default of Sublessor or Sublessees under the Existing Master Lease or under this Sublease, the holder of any Landlord Mortgage to which this Lease is subject and subordinate defaulting party shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound liable to the terms of any material modification or amendment of this Lease entered into after non-defaulting party for all damage suffered by the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance non-defaulting party as a result of the due date thereof, unless Landlord Lender shall consent to such prepaymenttermination.

Subordination. This Xxxxxxxx has heretofore and may hereafter from time to time execute and deliver one or more first mortgages or trust deeds in the nature of a mortgage (collectively or singularly, a "First Mortgage") against the Leased Premises or any interest therein. In any such case, Xxxxxx's interest in this Lease shall be automatically and without any notice from Landlord or act on the rights part of the Tenant hereunder are expressly subject and or any other person subordinate to the lien of First Mortgage and to any mortgage or deed of trust constituting a lien on Landlord's fee and all advances made thereunder, to the interest in the Premises ("Landlord Mortgage") thereon and any to all renewals, extensionsreplacements, modificationssupplements, consolidations amendments, modifications and replacements extensions thereof, which now or hereafter affect all or any portion of . In the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided event that the holder of the Landlord a First Mortgage ("Landlord Lender") agrees does not require or desire Xxxxxx's interest in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall to be no Event of Default on behalf of Tenant hereunder. Tenant agrees subordinate to execute and the First Mortgage, Landlord will deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable written notice to Tenant and Tenantstating as such and, in such case, the lease shall not be subject to that particular First Mortgage. Notwithstanding the fact that Xxxxxx's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially interest in the form attached as Exhibit E; provided that Lease will be automatically subordinate to such Landlord Lender agrees to recognize this Lease and the rights of First Mortgage, Tenant set forth herein for so long as there shall be will promptly, but in no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten event later than Ten (10) days after request any documentation receipt thereof, execute and deliver such agreement or agreements as may be reasonably required by such mortgagee or trustee under any TF Lender First Mortgage, provided such agreements also contain a provision recognizing Tenant's tenancy and agreeing that Tenant's quiet possession shall not be disturbed if Tenant is not in Default. Tenant covenants it will not subordinate this Lease to any mortgage or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm trust deed other than a First Mortgage without the priority prior written consent of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord the First Mortgage. Notwithstanding such subordination, Xxxxxx's right to quiet possession of the Leased Premises shall be recognized by the First Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of disturbed if Tenant is not in Default under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

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

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

Subordination. This Lease is and the rights of Tenant hereunder are shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust constituting a lien on Landlord's encumbering fee interest in title to the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now Property or hereafter affect all or any portion the Leasehold Estate of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); Landlord, provided that the Tenant shall be provided with a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in substantially the form attached hereto as Exhibit E-1 from each holder of a mortgage on either the fee interest of the Property or the Leasehold interest of the Landlord Mortgage ("Landlord Lender") agrees in writing not under this Lease. If any such mortgage or deed of trust be foreclosed, Tenant will attorn to disturb Tenantthe lender or other purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that subordination of this Lease to any present or future mortgage or trust deed shall be conditioned upon receipt by Tenant of an the aforesaid SNDA which shall be binding upon such mortgagee, successor or purchaser at foreclosure agreeing that Tenant's right to possession and use occupancy of the Premises and Tenant's other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as there Tenant is not in default under this Lease. Within five (5) business days following receipt of a written request from Landlord, Tenant shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord, without cost, an instrument that Landlord and any deems reasonably necessary or desirable consistent with the provisions hereof to confirm the subordination of this Lease. Without limiting the generality of the foregoing, simultaneously with the execution of this Lease, Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable shall deliver to Tenant the Subordination, Non Disturbance and Tenant's LenderAttornment Agreements listed in this Section 12.03 from the mortgagee’s listed thereon, to confirm or effect such subordination including, without limitation, an SNDA and otherwise in the forms attached hereto as Exhibit E-1. An Estoppel and Non-Disturbance Agreement substantially in the form attached as Exhibit E; provided that such E (“NDA”) executed by Ground Landlord Lender agrees with respect to recognize this the Ground Lease and the rights of Tenant set forth herein for so long as there Agreement shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any delivered by the Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance simultaneously with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions execution of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate Subject to the lien provisions of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Section 30.9 and any renewalsthis ------------- ------------ Article 17, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior subordinate to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not all Superior Leases and Mortgages. ---------- Subject to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, Tenant shall execute, ------------ acknowledge and deliver any commercially reasonable subordination, nondisturbance and attornment agreement ("SNDA") instrument that Landlord or the holder lessor, mortgagee or beneficiary under any of the Superior Leases and Mortgages may request within twenty (20) days after request (each of these lessors, mortgagees or beneficiaries is called a "Landlord's Mortgagee'"). However, if Landlord, Landlord's Mortgagee or any other successor to Landlord Mortgage to which elects in writing, this Lease is subject shall be deemed superior to the Superior Leases and subordinate Mortgages specified, regardless of the date of recording, and Tenant shall have execute a commercially reasonable agreement confirming this election on request. Subject to having received an SNDA consistent with the rightrequirements of this Section 17.1 from such Landlord's Mortgagee, at if Landlord's Mortgagee or its sole option------------ successor or any successor to Landlord succeeds to Landlord's interests under this Lease, at any timewhether voluntarily or involuntarily, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration Tenant shall attorn to such effectperson and recognize such person as Landlord under this Lease. Notwithstanding any provisions of this Section 17.1 to the contrary, no subordination under this ------------ Section 17.1 shall be effective (and Tenant hereby agrees that any Landlord Lender shall not be bound required to execute and ------------ deliver any SNDA) unless and until the Landlord's Mortgagee with respect to the terms of any material modification or amendment Superior Lease and Mortgage in question delivers an SNDA in commercially reasonable form and otherwise in compliance with the conditions of this Lease entered into after Section ------- 17 (provided that execution by Tenant of the date form of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant non-disturbance agreement -- attached hereto as Exhibit "H" shall not pay be deemed an acknowledgment by Tenant ----------- that such agreement is commercially reasonable). All such non-disturbance agreements shall provide the same acknowledgment of offset rights granted to Landlord any installment of Base Rent more than one (I) month Tenant hereunder as exist in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.non-disturbance agreement attached hereto as Exhibit "H". -----------

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and ), or any renewalsground lease, extensionsmaster lease, modificationsor primary lease (each, consolidations and replacements thereofa "Primary Lease"), which that now or hereafter affect covers all or any portion part of the Premises (except the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"); provided and conditioned upon Tenant’s receipt of a SNDA from the applicable Landlord’s Mortgagee. As used herein, the term “SNDA” shall mean a Subordination Non-Disturbance and Attornment Agreement, in form attached hereto, but shall be subject to commercially reasonable additional items or modifications if requested by Landlord's Mortgagee to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord modifications or Landlord's Lender, which amendments are reasonably acceptable to Tenant. As of the date of this Lease, Landlord hereby represents and warrants to Tenant that (a) Associated Bank is the only Landlord's Mortgagee pursuant to a Mortgage as of the Lease Date, and Tenant's Lender(b) the only Primary Leases in existence as of the Lease date are (i) that certain Ground Lease between CW10 Land, to confirm or effect such subordination includingLtd., without limitationas ground lessor, an SNDA substantially in the form attached and EPC-CW10, LLC, as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage ground lessee (or transfer by deed in lieu thereof“EPC”), this dated June 26, 2018, and (ii) that certain Master Operating Lease shall remain in full force between EPC, as operating landlord, and effect in accordance with its termsLandlord, as operating tenant, dated August 7, 2018. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lenderAny Landlord's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionMortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole or the Premises by so notifying Tenant in part, to this Lease writing. Promptly after receipt of written request from Landlord that includes a SNDA signed by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLandlord’s Mortgagee, Tenant shall not pay execute and return to Landlord any installment of Base Rent more than one (I) month or, directly to the applicable Landlord’s Mortgagee), a SNDA, in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrecordable form if required.

Subordination. This Lease City's approval of the necessary land use entitlements that authorize Owner to develop, operate, and maintain the Project was based upon Owner's obligation to provide no less than the twenty nine (29) Affordable Units pursuant to the State Density Bonus Law and the rights terms and conditions of Tenant hereunder are expressly subject this Agreement. For the Project Rental Period, this Agreement and subordinate the Regulatory Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing (each a "Deed of Trust") recorded against the Property or any portion thereof. Notwithstanding the preceding sentence, a Deed of Trust obtained by Owner for the acquisition of the Property or development of the Project thereon, or both, from a reputable lender (collectively, "Lenders") that is regularly engaged in the business of making or owning loans of similar types to the financing provided to Owner for the Project (hereinafter, the "Priority Obligations"), shall, upon request of Owner or the beneficiary of a Deed of Trust securing any Priority Obligation (hereinafter, the "Holder"), have priority over this Agreement if: (i) Holder obtains City's approval, which shall not be unreasonably withheld or delayed, prior to executing the Deed of Trust securing a Priority Obligation, and (ii) Holder and City execute in recordable form a subordination agreement in the form attached hereto as Exhibit “M”, or such other form (or other necessary document) as may be approved by the City Attorney, confirming subordination of this Agreement to the lien of any mortgage or deed the Deed of trust constituting a lien on Landlord's fee interest in Trust securing the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of Priority Obligation. The City Manager shall have the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default authority on behalf of Tenant hereunder. Tenant agrees City to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all a subordination agreement in such documents form as reasonably requested approved by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such the City Attorney. Any subordination including, without limitation, an SNDA substantially agreement must preserve the affordability requirements herein in the form attached as Exhibit E; provided event of a default on the Deed of Trust securing a Priority Obligation, it being expressly understood and agreed by Owner that such Landlord Lender agrees to recognize this Lease and state law requires preservation of affordability covenants in connection with the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions approval of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdensity bonus project.

Subordination. This Lease and the rights of Tenant hereunder are expressly Sublease shall be subject and subordinate to any mortgage encumbering the lien of Subleased Premises, now or anytime hereafter in effect, and, in addition, Landlord and Sublandlord shall have the option to subordinate this Sublease to any mortgage or deed of trust constituting a lien on Landlord's fee interest in which includes the Subleased Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion as part of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); mortgage premises, provided that the holder thereof enters into an agreement (a "Nondisturbance Agreement") with Subtenant by the terms of which (a) in the event of acquisition of title by such holder through foreclosure proceedings or otherwise, provided Subtenant is not in default hereunder beyond applicable grace or cure periods, the holder will agree to recognize the rights of Subtenant under this Sublease and will accept Subtenant as Subtenant of the Subleased Premises under the terms and conditions of this Sublease and (b) Subtenant will agree to recognize the holder of such mortgage as Landlord Mortgage ("Landlord Lender") agrees in writing not such event. This agreement shall be made to disturb Tenant, Tenant's right expressly bind and inure to possession and use the benefit of the successors and assigns of Subtenant and of the mortgagee or upon anyone purchasing an interest in said Subleased Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderat any foreclosure sale. Tenant Subtenant agrees to execute one or more agreements to effectuate the foregoing upon the request of Landlord or Sublandlord. Any such mortgage to which the Sublease shall be subordinated may contain such terms, provisions and conditions as the holder deems reasonable and customary. Sublandlord shall use reasonable efforts to secure and deliver to Landlord and any Landlord Lender at any time and Subtenant a Nondisturbance Agreement from time to time all such documents reasonably requested by Landlord or Landlord's Lendercurrent mortgagee, which are reasonably acceptable if any, provided however that Sublandlord's failure to Tenant and Tenant's Lender, to confirm or effect obtain such subordination including, without limitation, an SNDA substantially a Nondisturbance Agreement shall not constitute a default by Sublandlord hereunder. Subtenant agrees that in the form attached event any proceedings are brought for the foreclosure of any mortgage encumbering the Subleased Premises, Subtenant shall attorn to the purchaser at such foreclosure sale, if requested to do so by such purchaser, and shall recognize such purchaser as Exhibit E; provided that such Landlord Lender agrees to recognize the Sublandlord under this Lease Sublease, and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding Subtenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Subtenant any right to terminate or otherwise adversely affect this Section 17.1, Sublease and the holder obligations of Subtenant hereunder in the event any Landlord Mortgage to which this Lease such foreclosure proceeding is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole prosecuted or in part, to this Lease by recording a unilateral declaration to such effectcompleted. Tenant hereby Subtenant agrees that any Landlord Lender upon such attornment, such purchaser shall not be (a) bound to the terms by any payment of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Annual Fixed Rent for more than one (I1) month in advance advance, (b) liable for damages for any act or omission of any prior Sublandlord, or (c) subject to any offsets or defenses which Subtenant might have against any prior Sublandlord, provided, however, that after succeeding to Sublandlord's interest under this Sublease, such purchaser shall perform in accordance with the due terms of this Sublease all obligations of Sublandlord arising after the date thereofsuch purchaser acquires title to the Subleased Premises. Upon request by such purchaser, unless Landlord Lender Subtenant shall consent to such prepaymentexecute and deliver an instrument or instruments confirming its attornment.

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

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

Subordination. This Without the necessity of any additional document, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting any portion of the Premises or Common Area; and (ii) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which that may now exist or hereafter affect all or be executed in any amount for which any portion of the Premises or Common Area or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security (except any such 1 en being herein defined as a “Mortgage” and tire holder of any Mortgage being a “Mortgagee”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any Mortgage to this Lease. If any ground lease or underlying lease terminates, or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made, for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Notwithstanding anything to the extent that any such instrument expressly provides that contrary contained herein, this Lease is superior shall not be subject or subordinate to it); provided that any ground or underlying lease or to any lien, Mortgage, or other security interest affecting the Premises, and Tenant shall not attorn to the ground lessor, Mortgagee or other holder of the Landlord Mortgage ("Landlord Lender") agrees interest to which this Lease would be subordinated unless such ground lessor, Mortgagee or holder executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in writing not to disturb Tenant, Tenant's right to possession and use of the Premises on the terms and Tenant's rights under conditions of this Lease if and for so long as there shall be no Event Tenant fully performs all of Default on behalf of Tenant its obligations hereunder. Tenant agrees to shall execute and deliver to Landlord upon demand by Landlord, and any Landlord Lender at any time and from time to time all such documents reasonably in the form requested by Landlord or Landlord's Lender, which are any Mortgagee and reasonably acceptable to Tenant and Tenant's Lender, to confirm any additional documents evidencing the priority or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage. Tenant shall execute, deliver and the rights authorize recordation of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage such documents within twenty (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (1020) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLandlord’s written request.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting a lien or mortgage encumbering the Premises, any advances made on Landlord's fee interest in the Premises ("Landlord Mortgage") security thereof and any renewals, extensions, modifications, consolidations and consolidations, replacements or extensions thereof, which now whenever made or hereafter affect all or any portion of the Premises (except recorded. Landlord shall use its best efforts to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and obtain from time to time all such documents reasonably requested by Landlord or Landlord's Lendermortgagee, which are reasonably acceptable to Tenant if any, a subordination, non-disturbance and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially attornment agreement in the form attached hereto as Exhibit "E; " or such other form providing for nondisturbance rights as is then required by Landlord's lender, provided that such Landlord Lender agrees to recognize Tenant's obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed material), and Tenant shall not be deprived of its rights under this Lease. In the rights of event Landlord has a mortgagee at the time this Lease is executed, and Landlord is unable to obtain from such mortgagee and deliver to Tenant set forth herein for so long a subordination, non-disturbance and attornment agreement as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage described in this Section 11.02 within thirty (or transfer by deed in lieu thereof)30) days after the date hereof, this Lease shall terminate and be of no further force or effect unless, within ten (10) days following Landlord's notice to Tenant of Landlord's inability to provide such subordination, nondisturbance and attornment agreement, Tenant notifies Landlord in writing of Tenant's desire to maintain this Lease, in which case this Lease shall not terminate and shall remain in full force and effect in accordance except that Landlord will not be required to provide such subordination, non-disturbance and attornment agreement. Tenant shall cooperate with its terms. Landlord and any Landlord Lender lender which has or is acquiring a security interest in the Premises or the Lease. Tenant shall execute within ten (10such further documents and assurances as such lender may reasonably require, in connection with the subordination of this Lease to any deed of trust or mortgage encumbering the Premises. Tenant covenants and agrees to execute and deliver upon reasonable demand such further instruments subordinating this Lease to the lien of any such mortgage, deed of trust or security agreement as shall be requested by Landlord and/or mortgagee or proposed mortgagee or holder of any security agreement. Tenant's right to quiet possession of the Premises during the Lease Term shall not be disturbed except as expressly allowed by the terms of this Lease or any subordination, non-disturbance and attornment agreement(s) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsbinding Tenant. Notwithstanding anything to the contrary contained herein, if any beneficiary or mortgagee elects to have this Lease prior to the lien of its deed of trust or mortgage and gives written notice thereof to Tenant, this Lease shall be deemed prior to such deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said deed of trust or mortgage or the date of recording thereof. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 17.1, Lease and the holder obligations of the Tenant hereunder in the event of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole foreclosure proceeding or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentsale.

Subordination. This Tenant agrees that this Lease and the rights of Tenant hereunder are expressly and shall be subject and subordinate to: (i) the Existing Superior Mortgagee (as defined below) and, subject to the lien covenants of Landlord and conditions under this Section 18, all existing or future mortgages, deeds of trust, ground leases or master leases encumbering all or any mortgage or deed part of trust constituting a lien on Landlord's fee interest in the Premises Property; ("Landlord Mortgage"ii) all past and any future advances made thereunder; and (iii) all renewals, extensions, modifications, consolidations replacements and replacements thereofextensions of any such mortgages, which now deeds of trust, ground leases or hereafter affect all master leases (“Superior Mortgage” or “Superior Lease”), with each mortgagee or lessor thereunder being referred to as a “Superior Mortgagee” or “Superior Lessor”, as the case may be). Any Superior Mortgagee and any portion Superior Lessor shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to its own Superior Mortgage or Superior Lease. If more than one Superior Mortgagee or Superior Lessor sends conflicting notices, those of the Premises (except more senior Superior Mortgagee or Superior Lessor will control. Notwithstanding the foregoing to the extent that any such instrument expressly provides that this Lease is superior contrary, (a) Landlord represents and warrants to it); provided that the holder Tenant that, as of the date of this Lease, Delphi Cre Funding LLC, a Delaware limited liability company, as Administrative Agent for Lenders, is the only Superior Mortgagee (the “Existing Superior Mortgagee”) and its mortgage dated October 30, 2018 is the only existing Superior Mortgage and there is no existing Superior Lease, (b) Landlord agrees to cause the cause the Existing Superior Mortgage ("Landlord Lender") agrees in writing not to disturb enter into with Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord deliver, a Subordination, Non-Disturbance and any Landlord Lender at any time Attornment Agreement in the case of a Superior Mortgage or a Recognition and from time to time all such documents reasonably requested by Landlord or Landlord's LenderNon-Disturbance Agreement, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitationin the case of a Superior Lease (in either case, an SNDA substantially “SNDA“) with respect to such Superior Mortgage or Superior Lease in the form attached hereto as Exhibit E; provided that J or in such Landlord Lender agrees other form as may be reasonably satisfactory to recognize this Lease Tenant and the rights of such Superior Mortgagee or Superior Lessor, as applicable. Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute an SNDA in the form required by this Section and return same to the requesting holder of the Superior Mortgage or lessor under the Superior Lease within ten (10) business days after request its receipt thereof. Any actual, reasonable, out-of-pocket costs incurred by Landlord in connection with the preparation and negotiation of an SNDA with any documentation reasonably required Superior Mortgagee where Tenant is unwilling to accept an SNDA that is not in form and substance attached hereto as Exhibit J shall be borne by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Landlord shall have the right to subordinate this Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or ground lease, deed of trust constituting a lien or mortgage encumbering the Property, any advances made on Landlord's fee interest in the Premises ("Landlord Mortgage") security thereof and any renewals, extensions, modifications, consolidations and consolidations, replacements or extensions thereof, which now whenever made or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); recorded, provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession of quiet enjoyment under this Lease shall not be disturbed if Tenant is not in default. Tenant shall cooperate with Landlord and use of any lender which is acquiring a security interest in the Premises and Property or the Lease provided that Tenant's obligations under this Lease shall not be increased in any material way or Tenant's rights under this Lease diminished in any material way. Provided that such lender executes in favor of Tenant an agreement not to disturb Tenant's right of quiet enjoyment under this Lease so long as there Tenant is not in default and performs Tenant's obligations under this Lease, and provided that Tenant's obligations under this Lease shall not be no Event increased in any material way or rights diminished in any material way (the performance of Default on behalf ministerial acts by Tenant such as the required giving of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord notices or giving Landlord's Lenderlender the right to cure a Landlord default within a reasonable period of time shall not be deemed material), which are reasonably acceptable to Tenant shall execute such further documents and assurances as such lender may require including, but not limited to, subordination and attornment agreements. Tenant's Lender, right to confirm or effect such subordination including, without limitation, an SNDA substantially in quiet possession of the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize Property during the Lease Term and rights under this Lease shall not be disturbed if Tenant pays the rent and performs all of Tenant's obligations under this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderis not otherwise in default. Notwithstanding If any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)ground lessor, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.beneficiary or

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

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

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, which now but within 20 days after request from Landlord or hereafter affect all or any portion a Mortgagee, Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the Premises (except Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease in the extent event of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder of foregoing shall not release the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderapplicable prior landlord from any liability for those obligations. Tenant agrees to execute acknowledges that Landlord’s Mortgagees and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which their successors-in-interest are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially intended third party beneficiaries of this Section 13.1. Nothing contained in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the foregoing provisions of this Section 17.113.1, the holder however, shall relieve any Mortgagee from responsibility for those obligations of any Landlord Mortgage to which “Landlord” under this Lease is subject and subordinate shall have the right, at its sole option, at any time, which are to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration be performed subsequent to such effect. Mortgagee taking title to or possession of the Premises, provided that Tenant hereby agrees that shall give a “new” notice of default to such Mortgagee in connection with any Landlord Lender default of such obligations, and such Mortgagee shall not be bound thereafter afforded the benefit of the applicable “cure” rights pursuant to the terms of any material modification or amendment Section 14.5 of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage or deed and all mortgages and deeds of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"collectively “Mortgages”) and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect such leases or the real property of which the Premises forms a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. Xxxxxx agrees to attorn to any successor to Xxxxxxxx’s interest in the Premises, including any such lessor or holder of a Mortgage (“Mortgagee”) or to any portion purchaser at foreclosure (or by deed in lieu of foreclosure) upon all of the Premises terms and conditions of this Lease. Within twenty (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender"20) agrees in writing not to disturb Tenantdays after Xxxxxxxx’s written request, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant Xxxxxx agrees to execute and deliver to Landlord a commercially reasonable, written subordination, non-disturbance and any Landlord Lender at any time and from time to time all attornment agreement (“SNDA”) for each Mortgagee on the standard form of SNDA of such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's LenderMortgagee, to confirm or effect such subordination including, without limitation, an be approved by Tenant in its reasonable discretion. Such SNDA substantially in the form attached as Exhibit E; provided shall state that such Landlord Lender agrees to recognize this Lease and will not be terminated or Tenant’s possession of the rights Premises interfered with as a result of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any a foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereofof foreclosure) of the applicable Mortgage, provided that Tenant is not then in Default (beyond applicable notice and cure periods), this Lease . In no event shall remain any such Mortgagee or purchaser at a foreclosure sale (or sale in full force and effect in accordance with its terms. lieu of foreclosure) be: (i) liable for any act or omission of Landlord and or any subsequent landlord (except Mortgagee); (ii) subject to any offsets or defenses which Tenant might have against Landlord Lender shall execute within ten or any subsequent landlord (10except Mortgagee); or (iii) days after request any documentation reasonably required bound by any TF Lender or Rent which Tenant Lender, which are reasonably acceptable may have paid for more than the current month to Landlord and or any Landlord Lendersubsequent landlord, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate unless said Mortgagee or purchaser at a foreclosure sale shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to actually received such effectRent. Tenant hereby agrees that any Landlord Lender The foregoing shall not be bound deemed to constitute a waiver by Tenant of claims that Tenant may have against Landlord for breaches of this Lease, but such claims shall not be enforced against the Mortgagee or any such purchaser unless and until the Mortgagee may become the Landlord hereunder. A Mortgagee may instead elect to have this Lease superior to its lien and may evidence such intention in the instrument creating its lien or other recorded instrument. Within thirty (30) days following the Effective Date, Landlord shall have delivered to Tenant a counterpart of the SNDA attached hereto as Exhibit D and by this reference incorporated herein from Tenant’s current Mortgagee, which shall be executed and acknowledged by such current Mortgagee. Contemporaneously with execution of this Lease, each Landlord and Xxxxxx shall deliver to the terms of any material modification or amendment of this Lease entered into after the date other an executed and acknowledged counterpart of such Landlord Mortgageattached SNDA, unless and Tenant, at Xxxxxx’s sole cost and expense, may record such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after fully executed and acknowledged SNDA in the date land records for the city of such Landlord MortgageRichmond, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentVirginia.

Subordination. This Lessee agrees that this Lease and the rights of Tenant hereunder are expressly shall be ------------- ------------- subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting trust, or other instrument of security (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereofnow of record. Lessor shall exercise its best efforts to obtain a nondisturbance agreement within the thirty (30) day period immediately following the execution of this Lease with respect to the Mortgage currently of record as of the date of execution of this Lease, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease nondisturbance agreement is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form of Exhibit "C" attached as Exhibit E; provided that hereto. In the event Lessor does not obtain such Landlord Lender agrees nondisturbance agreement after exercising best efforts to recognize this Lease and the rights do so within said thirty (30) day period of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)time, this Lease shall remain not be voidable or terminable by Lessee as a consequence thereof, nor shall Lessor be deemed in default hereunder as a result thereof, but this Lease shall instead continue in full force and effect in accordance with its termseffect. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderIn addition, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which Lessee agrees that this Lease is shall be subject and subordinate shall have the right, at its sole option, at to any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into Mortgage which is recorded after the date of this Lease affecting the Premises, and such Landlord Mortgagesubordination is hereby made effective without any further act of Lessee; provided that, no such subordination shall be effective unless Lessor first obtains from a lender a written subordination, nondisturbance and attornment agreement substantially in the form of Exhibit "C" attached hereto. Lessee shall execute in recordable form and return to Lessor said subordination, nondisturbance and attornment agreement within seven (7) days after delivery thereof to Lessee, and the failure of Lessee to so execute and return the same shall constitute a default hereunder. Notwithstanding anything to the contrary set forth above, the lender under any Mortgage may at any time subordinate its Mortgage to this Lease, without any need to obtain Lessee's consent, by execution of a written document subordinating such Landlord Lender has consented Mortgage to this Lease and thereupon this Lease shall be deemed prior to such material modification or amendment. Tenant hereby agrees that after the date Mortgage without regard to their respective dates of such Landlord Mortgageexecution, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentdelivery and/or recording.

Subordination. This 25.01 At Landlord's request, Tenant shall subordinate its rights under this Lease and the rights of Tenant hereunder are expressly subject and subordinate to (i) the lien of any first mortgage or first deed to secure debt executed in favor of trust constituting a lien on the Landlord's fee Mortgagee, and (ii) the interest of any ground lessor; provided, however, as a condition to any subordination that Landlord requests, Landlord's Mortgagee and each such ground lessor must execute an agreement in the Premises favor of, and in form satisfactory to, Tenant whereby it agrees ("Landlord Mortgage"i) and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant's quiet possession of the Premises so long as no Event of Default hereunder has occurred and is continuing, Tenant's right (ii) to possession and use permit any proceeds paid in respect of the insurance Landlord maintains in force in accordance with the terms of Article XIV to be used for the restoration of the Premises and Tenant's otherwise applied as provided in this Lease, and (iii) to permit any condemnation award paid in connection with a taking of any part of the Premises or any proceeds of a sale made in lieu of the condemnation of a part of the Premises to be used for the repair and alteration of the remainder of the Premises as provided in this Lease. For the benefit of such Mortgagee, Tenant will further agree in the instrument by which Tenant accomplishes the subordination of its rights under this Lease so long as there shall be no Event that, if proceedings are brought for foreclosure of Default on behalf the lien of Tenant hereunder. Tenant agrees the mortgage or deed to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or secure debt if Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially Mortgagee causes the exercise of the power of sale set forth in the form attached as Exhibit E; provided that such Landlord Lender agrees mortgage or deed to recognize this Lease and secure debt, Tenant shall attorn to the rights purchaser upon the conclusion of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any the foreclosure or sale and recognize the purchaser as the landlord under any Landlord Mortgage this Lease. In relation to the foregoing, Tenant acknowledges and agrees that the form of Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit "D" (or transfer by deed in lieu thereof)the "SNDA") is an example of a form of a Subordination, this Lease shall remain in full force Non-Disturbance and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably Attornment Agreement acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

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

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

Subordination. This 13.1 Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, Xxxxxx agrees that this Lease and the rights of Tenant Xxxxxx's tenancy hereunder are expressly and shall be automatically subject and subordinate at all times to (a) the lien of a first mortgage that may now exist or hereafter be executed in any amount for which the Building, or Landlord's interest or estate in any of said items is specified as security; and (b) renewals, modifications, consolidations, replacements, and extensions of any of the foregoing. Notwithstanding the foregoing, Landlord and the holder of such first mortgage lien on the Building (the "Landlord's Mortgagee") shall have the right to partially subordinate or cause to be subordinated such lien to this Lease and Tenant agrees to promptly execute the form of agreement set forth in Exhibit D upon request of Landlord's Mortgagee. In the event that any such first mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, at the option of Landlord's Mortgagee or the grantee or purchaser in foreclosure, notwithstanding any subordination of any such lien to this Lease, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord, Xxxxxxxx's Mortgagee, or by Xxxxxxxx's successor in interest and in the form requested by Landlord, Xxxxxxxx's Mortgagee, or by Xxxxxxxx's successor in interest, any additional documents evidencing the priority or subordination of this Lease with respect to the lien of any such first mortgage or deed of trust constituting including a lien on Subordination, Non-Disturbance and Attachment Agreement satisfactory to Landlord, Xxxxxxxx's fee interest Mortgagee, and Xxxxxxxx's successors in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentinterest.

Subordination. This Lease Section 7.1 (A) Provided that (1) a Mortgagee shall execute and the rights of ----------- deliver to Tenant hereunder are expressly subject and subordinate an agreement to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalseffect that, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default on behalf of Tenant shall have occurred and be continuing hereunder. Tenant agrees to , or (2) a Lessor shall execute and deliver to Landlord and Tenant an agreement to the effect that if its Superior Lease shall terminate or be terminated for any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderreason, which are reasonably acceptable to Tenant and Lessor will not evict Tenant, disturb Tenant's Lenderpossession under the Lease, to confirm or effect terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such subordination including, without limitation, an SNDA substantially Lessor on the same terms and conditions as are contained in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and (subject to the rights of Tenant provisions hereinafter set forth herein for so long as there shall be forth), provided no Event of Default on behalf shall have occurred and be continuing and Lessor shall not make Tenant a part in any action to terminate such Superior Lease or to remove or evict Tenant from the Premises provided no Event of Tenant hereunder. Notwithstanding Default shall have occurred and be continuing (any foreclosure such agreement, or sale under any Landlord Mortgage (agreement of similar import, from a Mortgagee or transfer by deed in lieu thereofLessor, as the case may be, being hereinafter referred to as a "Nondisturbance -------------- Agreement"), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is be subject and subordinate to such Superior Lease ----------- and/or to such Mortgage. This clause shall have be self-operative and no further instrument of subordination shall be required from Tenant to make the rightinterest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. Tenant, however, at its Tenant's sole optioncost and expense, at any time, to subordinate shall execute and subject deliver promptly the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentNondisturbance Agreement.