Common use of Subordination Clause in Contracts

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leases of the Building or Property and to the lien of any ground and underlying leasesmortgage, mortgages and deeds of trust (collectively "Encumbrances") which may deed or other encumbrances now affect or hereafter in force against the Building or Property or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, if the holder or holders that in consideration of any such Encumbrance ("Holder") shall require that and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or other encumbrances, shall be prior the receipt by Tenant of a subordination non-disturbance and superior theretoattornment agreement in a commercially reasonable form, within ten (10) days of written request of Landlord which requires such Superior Holder to continue this Lease as a direct lease between Superior Holder, as landlord, and Tenant, as tenant, and not to disturb Tenant’s possession, which must include any Superior Holder’s obligation to perform the Core and Shell Work, fund the Tenant shall execute, have acknowledged Improvement Allowance and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate accept Tenant’s offset rights set forth herein (with respect to any and all Encumbrances which are now or may hereafter be executed covering the PremisesLandlord default that first occurs, or any renewalscontinues to occur, modificationsafter the date such Superior Holder takes possession of the Building, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard Tenant may only offset amounts attributable to the period of time or character from and after the date such Superior Holder takes possession of such advances, together with interest thereon and subject to all the terms and provisions thereofBuilding), so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord obtains from and the Holder of any such Encumbrance a non-disturbance agreement which provides that appropriate Superior Holder. Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Holder shall 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 Tenant's rights 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 as and not disturb Tenant’s occupancy, so long as Tenant is not then in default timely pays the rent and continues to pay observes and performs the Rent terms, covenants and observe and perform all the provisions conditions of this Lease to be observed and performed by Tenant. Within Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days after of request by Landlord's written request, Tenant shall execute any and all documents required by such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Holder to make subordination or superiority of this Lease subordinate to any lien such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant sale. Landlord represents to Tenant that there are not any Superior Holders as of the exercise date of any other rights, powers or remedies under such Encumbrancethis Lease.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which mortgages, deeds of trust and ground leases, if any ("Encumbrances") that are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such ground lease or upon the foreclosure of any such mortgage or deed of trust trust, so long as Tenant is not in default, the Holder holder thereof ("Holder") shall agree to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute execute, acknowledge and deliver any and all reasonable documents required by Landlord or the Holder to make effectuate such subordination. If Tenant fails to do so, such failure shall constitute a Default by Tenant under this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingLease. Notwithstanding anything to the contrary set forth in this paragraphParagraph 31, Tenant hereby attorns and agrees to attorn to any person or entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property; however, Landlord represents to Tenant that as of the date of this Lease, the Project is not encumbered by any mortgage or deed of trust. This Lease is also subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now hereafter affect the Property and to Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof, and provided further that as a condition precedent to Tenant’s obligation to be subordinate to future liens, Landlord obtains from the lender or other party in question an SNDA (as defined below). Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof. Tenant agrees, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within within ten (10) days after Landlord's ’s written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates; provided, however, that Landlord obtains from the Encumbrance so long as such documents contain non-disturbance provisions substantially lender or other party in conformance with the foregoing. Notwithstanding anything question a written undertaking in favor of Tenant (an “SNDA”) to the contrary set forth effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this paragraphLease. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any ground mortgage, now existing or hereafter created on or against the Premises, and underlying leasesall amendments, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, howeverwithout the necessity of any further instrument or act on the part of Tenant. Tenant agrees, if at the election of the holder or holders of any such Encumbrance ("Holder") shall require that this Lease mortgage, to be prior and superior thereto, within ten (10) days of written request of Landlord attorn to Tenant, any such holder. Tenant shall agrees upon demand to execute, have acknowledged acknowledge and deliver any such instruments, confirming such subordination and all reasonable documents or such instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord of attornment as shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of requested by any such Encumbrance a non-disturbance agreement which provides holder; provided that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain instruments include non-disturbance provisions substantially in conformance with whereby the foregoing. Notwithstanding anything mortgagee agrees that if there is no Event of Default and the mortgagee succeeds to the contrary set forth in this paragraphinterest of Landlord by foreclosure of the mortgage, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise deed-in-lieu thereof of any other rightsaction or proceeding taken or instituted under or in connection with the mortgage, powers Tenant's rights and privileges under the Lease and its use, possession and enjoyment of the Premises demised by the Lease shall not be disturbed, interfered with or remedies terminated by reason of such foreclosure, deed-in-lieu thereof or other action or proceeding, and the Lease shall remain in full force and effect as a direct indenture of lease between the mortgagee and Tenant. Tenant hereby appoints Landlord attorney in fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of the Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, 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 such Encumbrancea deed of trust.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a written undertaking in favor of any Tenant to the effect that such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease lender or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize other party will not disturb Tenant's rights right of possession under this Lease as long as if Tenant is not then or thereafter in default and continues to pay the Rent and observe and perform all the provisions breach of any covenant or provision of this Lease to be observed and performed by TenantLease. Within Tenant agrees, within ten (10) days after Landlord's written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is subject and all of Tenant's rights hereunder shall be automatically subordinate to any ground and underlying leasesall Encumbrances, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverand to any and all advances made or hereafter made on the security thereof or Landlord's interest therein, if unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the holder or holders foreclosure of any such Encumbrance ("Holder"or if by deed in lieu of foreclosure the Project is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall executeattorn, have acknowledged and deliver without any and all reasonable documents deductions or instruments which Landlord set-offs whatsoever, to the Encumbrancer or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, purchaser or any renewals, modifications, consolidations, replacements successors thereto upon any foreclosure sale or extensions thereof, for the full amount of all advances made deed in lieu thereof (or to the ground lessor), (b) Tenant shall recognize such purchaser or Encumbrancer as the "Landlord" under this Lease, and (c) Tenant's possession and quiet enjoyment of the Premises hereunder shall not be made thereunder and without regard to the time disturbed by such purchaser or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, Encumbrancer for so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the timely pays Rent and observe observes and perform all performs the provisions terms, covenants and conditions of this Lease to be observed and performed by Tenant. Within Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease except for continuing non- monetary defaults, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord accept as set forth in Section 12.8 above, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord unless actually received by the Encumbrancer, or (iv) liable for any Security Deposit not actually received by such Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to by such Encumbrancer. Notwithstanding the foregoing, (i) within thirty (30) days after Landlord's written requestexecution and delivery of this Lease, Tenant Landlord shall execute use commercially reasonable efforts to obtain from any current Encumbrancer a fully-executed Subordination, Non-Disturbance and all documents required Attornment Agreement on a commercially reasonable form, which includes such Encumbrancer's agreement to be bound following a foreclosure by Landlord or Tenant's offset rights and Landlord's obligation to fund the Holder to make this Lease subordinate to any lien Construction Allowance and (ii) the subordination of the Lease to a future Encumbrance so long as shall be conditioned upon Tenant's receipt from any such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise Encumbrancer of any other rights, powers or remedies under such Encumbrancea recognition agreement.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record as of the Effective Date, and to all renewals, modifications, consolidations, replacements and extensions thereofthereof (that do not have a material adverse effect upon Tenant); provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents reasonably required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Landlord shall cause the existing lender for the Building to furnish to Tenant, within thirty (30) days of the date of both parties' execution of this Lease, with a written agreement, in form and substance reasonably acceptable to Tenant, providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender's security interest in the Premises. In the event that Landlord is unable to provide such agreement, Tenant's sole remedy shall be termination of the Lease, which election shall be made within thirty (30) days following the expiration of such 30-day period.

Subordination. This Lessee’s interest in this Facility Lease (with the exception of the provisions hereof regarding the application of proceeds with respect to Events of Loss or an Event of Total Loss) is subject and subordinate to the lien of any ground and underlying leases, all mortgages and (which term “mortgages” shall include deeds of trust (collectively "Encumbrances"and similar security instruments) securing the obligations of the Lessor, which may now or hereafter encumber or otherwise affect the Property Leased Facilities, or Lessor’s interest therein, as well as any and to all renewals, modificationsextensions, consolidations, replacements and extensions modifications or refinancings thereof; provided, however, if that so long as the holder or holders Lessee is not in default of any this Facility Lease (beyond all applicable periods given the Lessee to cure such Encumbrance ("Holder"default) and shall require that this pay the Rent hereunder, and shall fully comply with and perform all the terms, covenants, conditions and provisions of the Facility Lease on the part of the Lessee hereunder to be prior complied with and superior theretoperformed, within ten (10) days the mortgagee and its successors-in-interest shall not disturb Lessee’s possession, occupancy and use of written request of Landlord to Tenant, Tenant shall execute, have acknowledged the Leased Facilities and deliver any the Lessee’s rights and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause privileges under 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 PremisesFacility Lease, or any renewals, modifications, consolidations, replacements extension or extensions thereof, for the full amount of all advances made or to renewal thereof which may be made thereunder and without regard to the time or character of such advances, together effected in accordance with interest thereon and subject to all the terms of this Facility Lease; and provisions thereofprovided further, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of mortgagee under any such mortgage shall require this Facility Lease to be superior and paramount to any such mortgage, Lessee agrees to execute, acknowledge and deliver, as directed by Lessor, any reasonable instruments required for such purpose. In furtherance of the foregoing, Lessee and any such mortgagee shall execute a consent and/or a subordination, nondisturbance and attornment agreement consistent with commercial standards, provided that such modifications do not conflict with the terms and conditions of this Facility Lease and do not diminish, or deed require Lessee to waive, any of trust the Holder shall recognize Tenant's Lessee’s rights under this Facility Lease as long as Tenant is and provided further, if the Lessee and any mortgagee are not then able to agree upon such modifications, the Lessee and such mortgagee shall be deemed to be bound by the terms contained in default and continues to pay the Rent and observe and perform all the provisions first sentence of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceSection 20.1(a).

Subordination. This Lease is subject and subordinate to the lien of all and any ground mortgages (which term “mortgages” shall include both construction and underlying leases, mortgages permanent financing and shall include deeds of trust (collectively "Encumbrances"and similar security instruments) which may now or hereafter encumber or otherwise affect the Property real estate (including the Building) of which the Premises form a part, or Landlord’s leasehold interest therein, and to all and any renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. Notwithstanding the foregoing Landlord shall obtain from any holder of a mortgage, replacements deed of trust or other security instrument a non-disturbance agreement from such third parties acknowledging and extensions thereofagreeing that Tenant’s possession of the Premises will not be disturbed so long as Tenant performs its obligations hereunder. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate certificate or other document and if Tenant fails to execute the same within fifteen (15) days following receipt of request from Landlord, Tenant agrees that Landlord shall be authorized to execute the certificate or other document as Tenant’s attorney-in-fact. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any such mortgage, Tenant shall attorn to the purchaser at such foreclosure sale and recognize such purchaser as the Landlord under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereinafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed; provided, however, if that such attornment and recognition shall be conditioned upon Tenant’s receiving from such purchaser, reasonable assurances that Tenant may remain in quiet and peaceable possession of the holder or holders Premises for the unexpired term at the rents herein provided and that purchaser shall otherwise keep and perform all of any such Encumbrance ("Holder") shall require that this Lease to be prior the covenants and superior thereto, within ten (10) days of written request conditions herein contained on the part of Landlord to Tenant, Tenant shall execute, have acknowledged be kept and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceperformed.

Subordination. A. This Lease is and all of Tenant's rights hereunder are subject and subordinate to (i) any ground or underlying (including operation) leases that now exist or may hereafter be placed on the Shopping Center or any part thereof, and underlying leases, (ii) any mortgages and or deeds of trust (collectively "Encumbrances") which or deeds to secure debt that now exist or may now affect hereafter be placed upon the Property Shopping Center or the interest under any ground or underlying leases and to any and all advances made thereunder and the interest thereon and to all renewals, replacements, amendments, modifications, consolidations, replacements consolidations and extensions thereof; providedof any of the foregoing. Tenant covenants and agrees that if any mortgagee of Landlord's interest in any underlying lease or any fee mortgagee succeeds to Landlord's interest under this Lease by foreclosure or otherwise, howeverTenant will, if requested, attorn to such mortgagee and will recognize such mortgagee as Tenant's landlord under this Lease. At the holder option of the landlord or any successor landlord thereunder, Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, nor any foreclosure of a mortgage either affecting the fee title of the Premises or the ground or underlying lease, nor the institution of any suit, action, summary or other proceeding by the landlord or any successor landlord thereof, or any foreclosure proceeding brought by the holders of any such Encumbrance ("Holder") mortgage to recover possession of the leased property, shall require that by operation of law or otherwise result in the cancellation or termination of this Lease or the obligations of Tenant hereunder, and Tenant covenants and agrees to be prior and superior thereto, within ten (10) days of written request of Landlord attorn to Tenant, the landlord or to any successor to Landlord's interest in the Premises. Tenant shall execute, have acknowledged execute and deliver any in recordable form, whatever instruments maybe required to acknowledge or further effectuate the provisions of this Subsection, and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any Tenant fails to do so within [***] days after demand in writing, such lease failure shall be deemed a material default hereunder. Any mortgagee or upon the foreclosure of trustee under any such mortgage or deed of trust or deed to secure debt, or the Holder shall recognize Tenant's rights lessor under any such ground or underlying lease may elect that this Lease as long as Tenant is not then in default shall have priority over its mortgage, deed of trust, deed to secure debt, or lease and continues upon notification of such election by such mortgagee, trustee or lessor to pay the Rent and observe and perform all the provisions of Tenant, this Lease shall be deemed to be observed and performed by Tenant. Within ten (10) days after Landlord's written requesthave priority over said mortgage, Tenant shall execute any and all documents required by Landlord deed of trust, deed to secure debt, or the Holder to make ground or underlying lease whether this Lease subordinate is dated prior to or subsequent to the date of said mortgage, deed of trust, deed to secure debt, or lease. If the holder of any lien mortgage, deed of trust, deed to secure debt, or security agreement shall forward to Tenant written notice of the Encumbrance existence of such lien or lease, then Tenant shall, so long as such documents contain non-disturbance provisions substantially in conformance with lien or lease continues, give to such lienholder or lessor the foregoing. Notwithstanding anything same notice and opportunity to the contrary set forth in correct any default as is required to be given to Landlord under this paragraph, Tenant hereby attorns Lease but such notice of default may be given to Landlord and agrees to attorn to any entity purchasing such lienholder or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancelessor concurrently.

Subordination. This 15. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease is shall be subject and subordinate at all times to (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the land upon which the Building or any common areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may now exist or hereafter be executed in any amount for which said Building, land, ground and leases or underlying leases, mortgages and deeds or Landlord's interest or estate in any of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposessaid items is specified as security. Landlord shall have the right to subordinate or cause this Lease to be subordinated any such ground leases or underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become and remain subject and subordinate the Tenant of the successor in interest to any and all Encumbrances which are now or may hereafter be executed covering Landlord at the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character option of such advances, together with interest thereon and subject successor in interest. Tenant agrees to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any execute such Encumbrance a non-disturbance agreement which provides that and attornment agreements as the holder of any mortgage or deed to secure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the event form requested by Landlord, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such lease ground leases or upon underlying leases or the foreclosure lien of any such mortgage or deed to secure debt. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default to execute, deliver and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute record any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns name and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise on behalf of any other rights, powers or remedies under such EncumbranceTenant.

Subordination. This Lease is subject and subordinate to all present and future ground or underlying leases of the Project and to the lien of any ground mortgages or trust deeds, now or hereafter in force against the Project and underlying leasesthe Building, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property if any, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advancesmortgages or trust deeds, together with interest thereon unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage mortgage, or deed if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of trust such ground or underlying lease, as the Holder shall case may be, if so requested to do so by such purchaser or lessor, and to recognize Tenant's rights such purchaser or lessor as the lessor under this Lease Lease. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or assurances as long as Tenant is not then in default and continues Landlord may reasonably deem necessary to pay evidence or confirm the Rent and observe and perform all the provisions subordination or superiority of this Lease to be observed any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord to execute and performed by Tenantdeliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Within ten (10) days after Landlord's written requestTenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant shall execute any and all documents required by Landlord right or the Holder election to make terminate or otherwise adversely affect this Lease subordinate to any lien and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Tenant accepts this Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such recorded mortgage or deed of trust lien or assignment of leases and rents presently existing or hereafter created upon the Holder shall recognize Leased Premises (provided, however, that any such mortgagee may, at any time, subordinate such mortgage, deed of trust or other lien or assignment of leases and rents to this Lease) and to any renewals thereof. Tenant agrees that this clause is self-operative and no further instrument of subordination is required to effect such subordination. Tenant also agrees within fifteen (15) business days of demand to execute additional instruments subordinating this Lease as Landlord may require, provided such instruments include the non-disturbance of Tenant's ’s rights and tenancy under this Lease as long as no Event of Default exists. If the interests of Landlord under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien or assignment of leases and rents on the Leased Premises, and provided such Purchaser assumes the obligations of Landlord under this Lease after the date of such transfer, Tenant is not then in default agrees to be bound to the transferee (sometimes called the “Purchaser”), under the terms, covenants and continues to pay the Rent and observe and perform all the provisions conditions of this Lease to be observed for the balance of the term remaining, including any extensions or renewals, with the same force and performed effect as if the Purchaser were Landlord under this Lease, and, if requested by Tenant. Within ten (10) days after Landlord's written requestthe Purchaser, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to the Purchaser, including the first mortgagee under any entity purchasing such mortgage if it be the Purchaser, as its landlord. Upon transfer of Landlord’s interest to Purchaser, Purchaser shall not be 1) subject to any credit, demand, claim, counterclaim, offset or otherwise acquiring the Property at defense which theretofore accrued to Tenant against Landlord nor 2) liable for any sale previous act or other proceeding or pursuant to the exercise omission of any other rights, powers or remedies under such EncumbranceLandlord.

Subordination. This Lease is subject shall to subordinate at all times to all covenants, restrictions, easements and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may encumbrances now affect or hereafter affecting the Property and to any ground or superior leases or mortgages that are now, or may hereafter be, placed upon the Premises (and any advances made thereunder), and to the interest thereon, and to all amendments, renewals, modifications, consolidations, replacements and extensions thereof; , provided, that the holder of such interest shall agree not to disturb Tenant absent an Event of Default hereunder, provided further, however, if that any mortgagee may elect to have this Lease constitute a lien prior to its mortgage, and in the event of such election and upon notification by such mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage, whether this Lease is dated prior to or subsequent to the date of such mortgage. The aforesaid provisions shall be self-operative and no further instrument of subordination shall be necessary unless required by the holder or holders of any ground or superior lease or mortgage. Upon the request of Landlord, any ground or superior lessor or any mortgagee, Tenant shall execute whatever instruments may be reasonably required by Landlord, ground or superior lessor or mortgagee to carry out the intent of this Section (provided that such Encumbrance ("Holder"instrument contains the non-disturbance protection referenced above) and, in addition, shall require that execute and deliver such further instruments containing modifications of this Lease, so long as such modifications do not materially increase Tenant’s monetary obligations under this Lease to be prior or otherwise materially and superior theretoadversely affect Tenant’s rights or privileges under this Lease. Landlord shall obtain, at Tenant’s sole cost, a subordination, non-disturbance and attornment agreement on Landlord’s existing mortgagee’s standard form, provided that Tenant shall execute same within ten (10) days of written request of Landlord to Tenant, following receipt thereof. Tenant shall execute, have acknowledged pay all actual out-of-pocket legal and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together other costs incurred in connection with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain and/or non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceprotection promptly following Landlord’s demand therefor.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a written undertaking in favor of any Tenant to the effect that such Encumbrance a non-disturbance agreement which provides that in the event lender or other party will not disturb Tenant’s right of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights possession under this Lease as long as if Tenant is not then or thereafter in default and continues to pay the Rent and observe and perform all the provisions breach of any covenant or provision of this Lease to be observed and performed by TenantLease. Within Tenant agrees, within ten (10) days after Landlord's ’s written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deeds of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This So long as Tenant is provided with a Subordination, Nondisturbance and Attornment Agreement substantially in the form to be agreed to by Landlord and Tenant no later than thirty (30) days after the execution of this Lease is (which form shall then be attached as Exhibit “G”) this Lease and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any ground mortgage, now existing or hereafter created on or against the Premises, and underlying leasesall amendments, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, howeverwithout the necessity of any further instrument or act on the part of Tenant. Tenant’s obligation to pay Rent is conditioned on Tenant’s receipt on or before the Commencement Date of a Subordination, if Nondisturbance and Attornment Agreement executed by Landlord and its lender. Tenant agrees, at the election of the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretomortgage, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Notwithstanding the Property foregoing, any such holder may at any sale time subordinate its mortgage to this Lease, without Tenant’s consent, 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 other proceeding or pursuant 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 exercise 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 rightsencumbrances, powers or remedies and any reference to the “holder” of a mortgage shall be deemed to include the beneficiary under such Encumbrancea deed of trust. Upon request by Tenant, Landlord will obtain and deliver to Tenant a nondisturbance agreement from Landlord’s then existing mortgagee (if any) for the benefit of Tenant, in form and substance substantially in accordance with Exhibit “G” attached hereto and incorporated herein by reference.

Subordination. (a) This Lease is shall be subject and subordinate at all times to the lien of any mortgage, deed of trust, or other security instrument, or ground and underlying leaseslease, mortgages and deeds of trust (collectively "Encumbrances") which may now affect master lease, or primary lease heretofore or hereafter placed by Landlord on the Property or any part thereof and to of all renewals, modifications, consolidations, replacements and extensions thereof; providedthereof (all of which are hereinafter referred to collectively as "Mortgage"), howeverall automatically and without the necessity of any further act on the part of Tenant to effectuate such subordination. Tenant shall, if at the request of the holder or holders of any such Encumbrance Mortgage ("HolderLandlord's Mortgagee") ), upon foreclosure thereof attorn to Landlord's Mortgagee. Tenant shall require that also execute, acknowledge and deliver, within 15 days after Tenant's receipt of demand from Landlord or Landlord's Mortgagee, such other instrument or instruments evidencing such subordination of Tenant's right, title and interest under this Lease to be prior the lien of the Mortgage and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents such other instrument or instruments which of attornment, as shall be desired by Landlord's Mortgagee. With respect to any Mortgage first encumbering the Building subsequent to the Commencement Date of the Lease, upon Tenant's request, Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right will use its good faith efforts to cause this Lease Landlord's Mortgagee to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, agree that so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default of its obligations under the Lease, the Lease will not be terminated and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien possession of the Encumbrance so long as Premises will not be disturbed by the termination or foreclosure, or proceeds for enforcement, of such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceMortgage.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) business days after Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Within forty five (45) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord shall deliver to Tenant notarized nondisturbance agreements or other evidence acceptable to Tenant (each a “Nondisturbance Agreement”) in writing from all lessors under all Underlying Leases and from all beneficiaries under all Encumbrances affecting the Premises, stating that so long as Tenant is not in default under any of the terms, covenants, conditions, or agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Lease Term or any extension thereof. In the event Landlord does not deliver the required Nondisturbance Agreement(s) within the aforementioned 60-day period, Tenant may terminate this Lease and be released of all obligations hereunder by giving ten (10) days’ written notice to Landlord, which termination shall be Tenant’s sole remedy.

Subordination. This Lease is Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Premises are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and subordinate all other respects to any ground mortgage or mortgages now or hereafter in force and underlying leaseseffect upon or encumbering Landlord's interest in the Premises, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, modificationsconsolidations and replacements of, consolidationsand all amendments and supplements to any such mortgage, replacements mortgages or assignments, and extensions thereof; providedupon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Premises irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments. The foregoing subordination provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Provided, however, if the aggregate sum of all obligations secured by any mortgage or mortgages encumbering the Premises exceeds sixty percent (60%) of the fair market value of the Premises as determined at the time of such loan(s), Tenant's aforesaid subordination shall not be applicable to the portion of the loan(s) in excess of the said sixty percent (60%) and Tenant's written subordination (which shall not be unreasonably withheld) shall be required with respect to such excess. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or the holder or holders proposed holder of any such Encumbrance mortgage, mortgages, security interest in or assignment of the Lease (a "HolderMortgagee") shall require request that Tenant execute and deliver any further instrument or agreement of subordination of this Lease or Tenant's interest hereunder or Tenant's leasehold interest in the Premises to be prior and superior theretoany such mortgage, within ten (10) days mortgages or assignments in confirmation or furtherance of written request or in addition to the foregoing subordination provisions of Landlord to Tenantthis Section, Tenant shall execute, have acknowledged promptly execute and deliver the same to the requesting party. Further, Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the FF&E Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Premises as herein contemplated. Further, should any rating agency require the same, Tenant agrees that it will execute such documentation as may be requested by such agency, including documentation and amendments to Tenant's organizational documents required to qualify Tenant as a single purpose entity, provided Landlord shall pay the reasonable costs incurred by Tenant in so qualifying and the Tenant will negotiate in good faith the requirements of such single person entity. Provided further, the parties hereto acknowledge that the requirements for a Single Purpose Entity on Exhibit H are not binding on Tenant in such circumstance. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such mortgage, mortgages or assignments, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all reasonable documents or instruments which remedies available to Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right pursuant to cause this Lease or otherwise provided by law. In connection with any granting by Tenant of a mortgage to be and become and remain subject and subordinate a Mortgagee (as hereinafter defined) Landlord agrees in good faith to any and all Encumbrances which are now or may hereafter be executed covering the Premisesrequest on behalf of Tenant, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that from the Mortgagee in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as form reasonably acceptable to Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceMortgagee.

Subordination. Tenant agrees that this lease shall be subordinate to any mortgages, now or hereafter encumbering the Complex or any part or component thereof, and to all advances made upon the security thereof. This Lease shall be self-operative and no further instrument of subordination shall be required by any mortgagee. However, the Tenant, upon request of any party in interest shall execute promptly such instruments or certificates to carry out the intent hereof as shall be required by the Landlord. If Tenant does not execute and deliver such instruments within five (5) business days after receipt of a request by Landlord, Tenant hereby constitutes and appoints Landlord as its attorney-in-fact to execute and deliver the instruments on behalf of Tenant. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any mortgage made by the Landlord covering the demised premises or in the Complex or any part thereof or to the Landlord certifying (if such be the case) that this lease is unmodified and is in full force and effect (and if there has been modification, that the same is in full force and effect as modified and stating the modifications); that there are no defenses or offsets against the enforcement thereof or stating those claimed by the Tenant; and stating the day to which rentals and other charges are paid. Such certificate shall also include such other information as may be reasonably required by mortgagee. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any mortgage made by the Landlord covering the demised premises, or in the event of a termination of any lease under which Landlord may hold title, attorney to the purchaser of the encumbered interest or the Landlord as the case may be, and recognize such person as the Landlord under this lease. Tenant agrees that the institution of any suit, action or other proceeding by a mortgagee to realize on Landlord's interest in the Complex or as sale of Landlord's interest in the Complex pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of this lease or of the obligations of the Tenant hereunder. Landlord and Tenant agree that notwithstanding that this lease is expressly subject and subordinate to any ground mortgages, any mortgagee, its successors and underlying leasesassigns or other holder of a mortgage or a note secured thereby, mortgages may sell the Complex in the manner provided in the mortgage and deeds of trust (collectively "Encumbrances") which may now affect may, at the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character option of such advancesmortgagee, together with interest thereon his successor's and assigns or other holder of the mortgage or the note secured thereby make such sale of the complex subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancelease.

Subordination. 13.1 This Lease is and the term and estate hereby granted are and shall be subject and subordinate to any ground and underlying leases, mortgages and deeds (a) the lien of trust (collectively "Encumbrances") each mortgage which may now or shall at any time hereafter affect the Property Premises, the Building and/or the Land, or the Landlord’s interest therein (collectively, as the same may be extended, modified, or consolidated without increasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to all renewalsthe Tenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the Land and/or the Building (collectively, modificationsas the same may be extended, consolidationsmodified or consolidated, replacements and extensions thereof; providedthe “underlying leases”), however, if provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such holders and lessors substantially in the form of Exhibit E or Exhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Without limiting the generality of the foregoing, the Landlord further agrees to use reasonable efforts to have such holders and lessors agree to the deletion of subparagraph 4(c) from the forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease and the term and the estate hereby granted to future underlying mortgages and underlying leases shall be self-operative upon delivery to the Tenant of an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such Encumbrance ("Holder") shall require that this Lease subordination; but the Tenant shall, from time to be prior and superior theretotime, within ten (10) days of written upon request of Landlord to Tenantby the Landlord, Tenant shall execute, have acknowledged execute and deliver any and all reasonable documents or instruments which Landlord or Holder deems that may be necessary or desirable for proper to effect such purposessubordination or to confirm or evidence the same. Landlord If the Landlord’s interest in the Building or the Land shall have the right to cause this Lease to be and become and remain subject and subordinate sold or conveyed to any and all Encumbrances which are now person, firm or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or corporation upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (i) shall not be liable for any act or omission of the Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be subject to any offset, defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such sale or conveyance of Rent for more than one month in advance (except prepayments in the nature of security for the performance by the Tenant of its obligations hereunder), and (iv) shall be liable for the performance of the other rights, powers or remedies obligations of the Landlord under this Lease only during the period such Encumbrancesuccessor landlord shall hold such interest.

Subordination. This Lease is subject and subordinate to all present and future ground leases of the Project and to the lien of any ground and underlying leasesmortgages or trust deeds, mortgages and deeds of trust (collectively "Encumbrances") which may now affect or hereafter in force against the Property Project, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, require in writing that this Lease be superior thereto; provided, however, if that a condition precedent to the holder subordination of this Lease to any future ground or holders underlying lease or to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the landlord or lender of such future instrument. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such Encumbrance ("Holder") shall require that mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease to be prior and superior theretoLease. Tenant shall, within ten (10) days of written request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premisessuch mortgages, trust deeds, or any renewals, modifications, consolidations, replacements or extensions thereof, for ground leases. Tenant waives the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Within sixty (60) days after the execution of this Lease, Landlord shall use its commercially reasonable efforts to obtain a non-disturbance agreement which provides that in from the holder of any pre-existing mortgage encumbering the Building. In the event of termination of any such lease or upon that Landlord is unable to provide the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with agreement within said sixty (60) days, then Tenant may at Tenant’s option, directly contact lender and attempt to negotiate for the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns execution and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise delivery of any other rights, powers or remedies under such Encumbrancea non-disturbance agreement.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) business days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from that with respect to Encumbrances created after the Holder of any such Encumbrance a non-disturbance agreement which provides that Effective Date, in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's ’s rights under this Lease (with the Lease to continue as a direct lease between Tenant and Holder) as long as Tenant is not then in default beyond applicable notice and cure periods and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten seven (107) business days after Landlord's ’s written request, Tenant shall execute any and all documents reasonably required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection 20.T, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance. Within forty-five (45) days after execution of this Lease, Landlord shall cause all mortgagees, lenders, ground lessors and other parties currently holding a security interest affecting the Premises or the Project to execute a recognition and nondisturbance agreement (which may also provide for subordination as provided in this Section 20.T above) which (i) provides that this Lease shall not be terminated so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, and (ii) so long as the Lease remains in full force and effect, recognizes all of Tenant’s rights under the Lease and requires such lender or ground lessor to be bound by Landlord’s obligations under this Lease to the extent such obligations accrue during such lender or ground lessor’s fee ownership of the Project.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now or hereafter affect the Property and to all renewalsBuilding or the Project, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agrees to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder required to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. If Tenant fails to do so, it shall be deemed that this Lease is subordinated. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Building or the Project at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long that as Landlord obtains from the Holder of any a condition to such Encumbrance a non-disturbance agreement which provides that subordination, in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees in writing to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Landlord shall cause the existing lender, Union Labor Life Insurance Company, to furnish to Tenant, within forty-five (45) days of the date of both parties’ execution of this Lease, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in the Premises. In the event that Landlord is unable to provide such agreement, Tenant’s sole remedy shall be termination of the Lease, which election shall be made within fourteen (14) days following the expiration of such forty-five (45) day period.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrancesencumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) business days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant (provided such form is commercially reasonable), which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten thirty (1030) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Landlord shall use its best efforts to obtain and deliver to Tenant as soon as reasonably possible following the Effective Date written nondisturbance agreements ("Nondisturbance Agreements") from all lessors under all ground leases or underlying leases, from all beneficiaries under all deeds of trust and all mortgagees under all mortgages affecting the Premises, stating that so long as no event of default has occurred, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant's rights nor Tenant's possession of the Premises will be disturbed during the Term of this Lease or any extension thereof.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Notwithstanding the foregoing, the subordination of this Lease shall be subject to Tenant's receipt of a Nondisturbance and Attornment Agreement in a commercially reasonable form.

Subordination. This The rights and interests of Tenant under this Lease is and in and to the Premises shall be subject and subordinate to all easements and recorded restrictions, covenants, and agreements pertaining to the Project, or any ground part thereof, and underlying leases, mortgages and to all deeds of trust (collectively "Encumbrances") which may now affect the Property trust, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereofthereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, the Building or any part of the Project, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease. After Tenant’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the holder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. Tenant shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be seIf-operative and shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be required by the holder of any Security Documents. At any time and from time to time upon not less than ten (10) days’ prior notice by Landlord, Tenant shall execute, acknowledge and deliver to the Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease, (iii) the Base Rent and Additional Rent, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exist against any rentals, (viii) that Tenant has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, or the nature of any of the foregoing effectuated by Tenant in accordance with this Lease; and (ix) such other matters as Landlord may reasonably request, it being intended that any such statement may be relied upon by Landlord, any prospective purchaser, mortgagee or assignee of any mortgage of the Building or the Project or of the Landlord’s interest therein. At Tenant’s written request, Landlord shall use commercially reasonable efforts to secure from the holder of the Security Documents (such holder, “Landlord’s Mortgagee”) a non-disturbance agreement on the standard form of the Landlord’s Mortgagee with or for the benefit of Tenant whereby the Landlord’s Mortgagee agrees not to disturb Tenant’s possession of the Premises provided Tenant is not in Default; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right no liability if Landlord’s Mortgagee does not agree to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of provide such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in notwithstanding Landlord’s commercially reasonable efforts to secure the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenantsame. Within ten (10) days after Landlord's written request, Tenant shall execute be responsible for any and all documents required charges, fees or costs assessed by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain Landlord’s Mortgagee in providing any non-disturbance provisions substantially in conformance with the foregoingagreement. Notwithstanding anything “Commercially reasonable efforts” of Landlord shall not require Landlord to the contrary set forth in this paragraphincur any cost, Tenant hereby attorns and agrees expense or liability to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under obtain such Encumbrancea non-disturbance agreement.

Subordination. This Lease is subject and Tenant agrees that its rights hereunder are subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders lien of any such Encumbrance ("Holder") shall require that this Lease mortgage, ground lease, or any other method of financing or refinancing now or hereafter placed against the Land and/or the Premises and/or any/or all of the Building now built or hereafter to be prior built on the Land by Landlord and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all renewals, replacements, modifications, consolidations and extension thereof. This paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant further agrees that it will enter into and execute all documents which any such mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including a subordination agreement. Tenant agrees that it will send copies of all notices to Landlord, to Landlord's mortgagees or ground Lessors, provided that Tenant has been furnished with the terms name and provisions thereofaddress of such mortgagees or ground lessors, so long and further provided that Landlord or Landlord's mortgagee or ground lessor has requested Tenant to send copies of such notices. Tenant agrees that Tenant will attorn to any mortgagee or ground lessor or purchaser at a foreclosure sale, if requested to do so. The Tenant further covenants and agrees that if by reason of a default under any underlying lease (*including an underlying lease through which the Landlord derives its leasehold estate in the Premises), such underlying lease and the leasehold estate of the Landlord in the Premises demises hereby is terminated, the Tenant will attorn to the then holder of the reversionary interest in the Premises demised by this Lease and will recognize such holder as the Tenant's Landlord obtains under this Lease. The Tenant agrees to execute and deliver, at any time and from time to time, upon the Holder request of the Landlord or of the lessor under any such underlying lease any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provision of any such Encumbrance a non-disturbance agreement statute or rule of law now or hereafter in effect which provides that may give or purport to give the Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease to terminate the same. If a Mortgagee of termination of any Landlord's shall request reasonable modifications to this Lease, Tenant shall execute, acknowledge, and deliver to the Mortgagee an agreement, in form and substance satisfactory to the Mortgagee, evidencing such lease or upon the foreclosure of any modifications, provided that such mortgage or deed of trust the Holder shall recognize modifications do not increase Tenant's rights obligations under this Lease as long as Tenant is not then in default or materially adversely affect (a) the leasehold interest created by this Lease, or (b) Tenant's use and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord occupancy or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceLeased Premises.

Subordination. This Lease (a) The rights and interest of Tenant under this Agreement and any and all liens, rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the Leased Property are and shall be in all respects subject, subordinate and inferior to the Mortgage Loan and the Mortgage Loan Documents and the Mezzanine Loans and Mezzanine Loan Documents and to the liens, security interests and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Mortgage Loan and Mezzanine Loans including, without limitation, those created under the Mortgage covering, among other things, the Leased Property, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdictions where the Leased Property is subject located, and subordinate to any ground all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property replacements thereof and to all renewals, modifications, consolidations, replacements sums secured thereby and extensions thereof; provided, however, advances made thereunder with the same force and effect as if the holder Mortgage Loan and Mezzanine Loan had been executed and delivered and the Mortgage recorded prior to the execution and delivery of this Agreement. At its option and in its sole discretion, Lender may elect to give the rights and interest of Tenant under this Agreement priority over the lien of the Mortgage. At its option and in its sole discretion, any Mezzanine Lender may elect to give the rights and interests of Tenant under this Agreement priority over the lien of its Mezzanine Loan. In the event of such election, the rights and interest of Tenant under this Agreement automatically shall have priority over the lien of the Mortgage and no additional consent or holders of any such Encumbrance ("Holder") instrument shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenantnecessary or required. However, Tenant shall execute, have acknowledged agrees to execute and deliver any and all reasonable documents or whatever instruments which Landlord or Holder deems necessary or desirable may be reasonably requested by Lender for such purposes. Landlord shall have the right to cause this Lease to be , and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then fails so to do after demand in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written requestwriting, Tenant shall execute any does hereby make, constitute and all documents required by irrevocably appoint Landlord or the Holder as its attorney-in-fact and in its name, place and stead so to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancedo.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and I all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a written undertaking in favor of any Tenant to the effect that such Encumbrance a non-disturbance agreement which provides that in the event lender or other party will not disturb Tenant’s right of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights possession under this Lease as long as if Tenant is not then or thereafter in default and continues to pay the Rent and observe and perform all the provisions breach of any covenant or provision of this Lease to be observed and performed by TenantLease. Within Tenant agrees, within ten (10) days after Landlord's ’s written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease is shall be subject and subordinate to the lien of any ground and underlying leasesmortgage or trust deed now or hereafter in force against Landlord’s leasehold interest in this Lease or any part thereof, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property if any, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advancesmortgages or trust deeds, together with interest thereon and subject unless the holders of such mortgages or trust deeds require in writing that this Lease be superior thereto. Landlord’s delivery to all the terms and provisions thereof, so long as Landlord obtains from the Holder Tenant of any such Encumbrance a commercially reasonable non-disturbance agreements) in favor of Tenant from any mortgage holders and lien holders of Landlord and/or Master Landlord shall be in consideration of, and a condition precedent to, Tenant’s agreement which provides that to be bound by the TCCs of this Article 17. Subject to Tenant’s receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof, to attorn to the Holder shall lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof, to recognize Tenant's rights such purchaser or lienholder as the lessor under this Lease, provided such lienholder or purchaser shall agree to accept this Lease as and not disturb Tenant’s occupancy, so long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions Default of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make ’s interest in this Lease subordinate may be assigned as security at any time to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancelienholder.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a written undertaking in favor of any Tenant to the effect that such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease lender or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize other party will not disturb Tenant's rights right of possession under this Lease as long as if Tenant is not then or thereafter in default and continues to pay the Rent and observe and perform all the provisions breach of any covenant or provision of this Lease to be observed and performed by TenantLease. Within Tenant agrees, within ten (10) days after Landlord's written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect At the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request option of Landlord to Tenantbe expressed in writing from time to time, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to and the rights of Tenant hereunder are and shall be and become and remain subject and subordinate to any and all Encumbrances mortgages, trust deeds and charges (any of which are herein called "Mortgage" or "Mortgages") and any and all easements and rights of way (provided that the same do not materially adversely affect Tenant's access to or use of the Premises) ("Easements") on or in any way affecting the Premises or the Project or any part thereof now or may hereafter be executed covering in the Premisesfuture, including all renewals, extensions, modifications and replacements of any Mortgages and Easements from time to time. Tenant will at any time on ten (10) days' Notice from Landlord or holder of a Mortgage attom to and become a tenant of the holder of any of such Mortgages or any party whose title to the Project is superior to that of Landlord upon the same terms and conditions as set forth herein. Tenant will execute promptly on request by Landlord any certificates, agreements, instruments of postponement or attomment, or any renewals, modifications, consolidations, replacements other such instruments or extensions thereof, for the full amount agreements as requested from time to time to postpone or subordinate this Lease and all of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues hereunder to pay the Rent and observe and perform all any of such Mortgages or Easements or to otherwise give full effect to any of the provisions of this Lease Article 15. Provided there is no Uncured Event of Default, and at Tenant's request and sole cost and expense, Landlord shall use commercially reasonable efforts to be observed obtain from the holder of any Mortgage, in respect of which Tenant has executed and performed by Tenant. Within ten (10) days after Landlord's written requestdelivered an instrument of postponement, subordination or attomment as required hereby, its agreement to permit Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien continue in occupation of the Encumbrance so long as such documents contain non-disturbance provisions substantially Premises in conformance accordance with the foregoing. Notwithstanding anything and subject to the contrary set forth in terms of this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceLease.

Subordination. This Tenant accepts this Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such recorded mortgage or deed of trust lien or assignment of leases and rents presently existing or hereafter created upon the Holder shall recognize Tenant's rights Building or Project (provided, however, that any such mortgagee may, at any time, subordinate such mortgage, deed of trust or other lien or assignment of leases and rents to this Lease) and to any renewals thereof. Tenant agrees that this clause is self-operative and no further instrument of subordination is required to effect such subordination. Tenant also agrees upon demand to execute additional instruments subordinating this Lease as Landlord may require. If the interests of Landlord under this Lease as long as are transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien or assignment of leases and rents on the Leased Premises, Tenant is not then in default agrees to be bound to the transferee (sometimes called the "Purchaser"), under the terms, covenants and continues to pay the Rent and observe and perform all the provisions conditions of this Lease to be observed for the balance of the term remaining, including any extensions or renewals, with the same force and performed effect as if the Purchaser were Landlord under this Lease, and, if requested by Tenant. Within ten (10) days after Landlord's written requestthe Purchaser, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to the Purchaser, including the first mortgagee under any entity purchasing such mortgage if it be the Purchaser, as its landlord, provided, in either event such Purchaser agrees to recognize the rights of Tenant hereunder as long as no Event of Default exists. Upon transfer of Landlord's interest to Purchaser, Purchaser shall not be 1) subject to any credit, demand, claim, counterclaim, offset or otherwise acquiring defense which theretofore accrued to Tenant against Landlord; 2) liable for any previous act or omission of Landlord, 3) unless consented to by Landlord's lender, bound by any previous modification of the Property at Lease or prepayment of more than one month's Base Rent or Additional Rent in advance; 4) required to account for any sale Security Deposit unless actually delivered to Landlord's lender by Landlord; 5) bound by any obligation to make any payment or other proceeding or pursuant grant any credit except as specifically provided for in this Lease; and 6) responsible for any monies owing to the exercise of any other rights, powers or remedies under such EncumbranceTenant by Landlord.

Subordination. This Lease is subject and all of Tenant’s rights hereunder shall be automatically subordinate to any ground and underlying leasesall Encumbrances, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, howeverand to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, if unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the holder or holders foreclosure of any such Encumbrance ("Holder"or if by deed in lieu of foreclosure the Project is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall executeattorn, have acknowledged and deliver without any and all reasonable documents deductions or instruments which Landlord set-offs whatsoever, to the Encumbrancer or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, purchaser or any renewals, modifications, consolidations, replacements successors thereto upon any foreclosure sale or extensions thereof, for the full amount of all advances made deed in lieu thereof (or to the ground lessor), (b) Tenant shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, and (c) Tenant’s possession and quiet enjoyment of the Premises hereunder shall not be made thereunder and without regard to the time disturbed by such purchaser or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, Encumbrancer for so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the timely pays Rent and observe observes and perform all performs the provisions terms, covenants and conditions of this Lease to be observed and performed by Tenant. Within Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) days Business Days after Landlord's written requestrequest by Landlord or any Encumbrancer, Tenant shall execute any and all documents required by Landlord such further commercially reasonable instruments or assurances which are consistent with the Holder provisions of this Section 13.1.1 to make evidence or confirm the subordination or superiority of this Lease subordinate to any lien such Encumbrance. Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with the foregoing. Notwithstanding anything Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the contrary set forth in interest of Landlord under this paragraphLease, Tenant hereby attorns and agrees to attorn Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease, or (ii) subject to any entity purchasing offsets or otherwise acquiring defenses which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the Property at current month to any sale prior Landlord, or other proceeding (iv) liable for any Security Deposit not actually received by such Encumbrancer, or pursuant (v) bound by any modification or amendment of this Lease not consented to the exercise of any other rights, powers or remedies under by such EncumbranceEncumbrancer.

Subordination. This Lease is Tenant’s interest hereunder shall be subject and subordinate to all mortgages, trust deeds, and other financing and security instruments placed on the Premises by Landlord from time to time (“Mortgages”) except that no assignment or transfer of Landlord’s rights hereunder to a lending institution as collateral security in connection with a Mortgage shall affect Tenant’s right to possession, use and occupancy of the Premises so long as Tenant shall not be in default under any ground of the terms and underlying leasesconditions of this Lease. Landlord shall use its best efforts to deliver a nondisturbance and attornment agreement from any existing lender in form and substance reasonably acceptable to Tenant within sixty (60) days of the full execution of this Lease as a precondition to Tenant’s obligation to pay Rent. The provisions of this Section 22 shall be self-operating. Nevertheless, mortgages Tenant agrees to execute and deeds acknowledge an instrument in recordable form which expressly subordinates Tenant’s interest hereunder to the interests of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any Mortgage, provided such Encumbrance ("Holder") subordination shall require that not affect Tenant’s right to possession, use and occupancy of the Premises so long as Tenant shall not be in default under any of the terms and conditions of this Lease to be prior and superior theretoLease, within ten (10) days of written after request of by Landlord. As an accommodation to Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written at its request, Tenant shall execute furnish Landlord current and past balance sheets and operating statements certified as accurate and up to date by Tenant and in the form requested by the holder of any and all documents required by Mortgage to which Landlord applies for financing concerning the Property or the Holder to make this Lease subordinate to any lien prospective purchaser of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceProperty.

Subordination. This Lease is subject and subordinate to any all ground or underlying leases and underlying leases, to all mortgages and and/or deeds of trust (collectively "Encumbrances") which may now or hereafter affect such leases or the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder . This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee or holders trustee. In confirmation of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenantsubordination, Tenant shall executeexecute promptly any certificate that the Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to execute any such certificate or certificates for an on behalf of Tenant. Notwithstanding the foregoing, have acknowledged and deliver the party secured by any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord deed of trust shall have the right to cause recognize this Lease and, in the event of any foreclosure sale under such deed of trust, or deed in lieu thereof, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or the purchaser under any such foreclosure sale; Tenant covenants and agrees that it shall at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the subordination of this Lease to be the lien of said deed of trust and become and remain subject and subordinate the attornment of the Tenant to such party. At the option of any and all Encumbrances landlord under any ground or underlying lease to which are this Lease is now or may hereafter be executed covering become subject or subordinate, Tenant agrees that neither the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character cancellation nor termination of such advancesground or underlying lease shall by operation of law or otherwise, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that result in the event of cancellation or termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphTenant hereunder, and Tenant hereby attorns covenants and agrees to attorn to such landlord or to any entity purchasing successor to Landlord's interest in such ground or otherwise acquiring underlying lease and in that event, this Lease shall continue as a direct lease between Tenant herein and such landlord or its successor; and, in any case, such landlord or successor under such ground or underlying lease shall not be bound by any prepayment on the Property at part of Tenant of any sale Rent for more than one month in advance, so that Rent shall be payable under this Lease in accordance with its terms, from the date of the termination of the ground or other proceeding underlying lease, as if such prepayment had not been made. Such landlord or pursuant successor under such ground or underlying lease shall not be bound by this Lease or any amendment or modification of this Lease unless, prior to the exercise termination of any other rightssuch ground or underlying lease, powers a copy of this Lease or remedies under amendment or modification thereof, as the case may be, shall have been delivered to such Encumbrancelandlord or successor.

Subordination. This Lease is subject and subordinate to the lien of any ground and underlying leases, all mortgages and (which term "mortgages" shall include deeds of trust (collectively "Encumbrances"and similar security instruments) and ground or other underlying leases which may now or hereafter encumber or otherwise affect the Property Land, the Building, or both, as well as the obligation to pay any and to all renewals, extensions, modifications, consolidations, replacements and extensions recastings or refinancing thereof; provided, however, if that in the holder or holders of event the mortgagee under any such Encumbrance ("Holder") mortgage, or ground lessor under any such ground lease, shall require that this Lease to be prior superior and superior theretoparamount to such mortgage or ground lease, Tenant agrees to execute and deliver any documents required for such purpose within ten five (105) days after delivery of written request of Landlord such documents to Tenant. This paragraph shall be self-operative and no further instruments of subordination need be required by any mortgagee, trustee or Ground Lessor. Nevertheless, if requested by Landlord, Tenant shall execute, have acknowledged promptly execute any certificate or other document specified by Landlord in confirmation of this subordination. Tenant hereby constitutes and deliver any and all reasonable documents or instruments which appoints Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right as Tenant's attorney-in-fact to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of execute any such Encumbrance a non-disturbance agreement which provides that in the event certificate or document on behalf of termination of Tenant if Tenant does not execute it within five (5) days after receiving it. Tenant agrees that, if any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust mortgage, Tenant, if requested to do so by the Holder purchaser at the foreclosure sale, shall attorn to the purchaser, shall recognize Tenant's rights the purchaser as Landlord under this Lease as long as Lease, and shall make all payments required hereunder to such new Landlord without deduction or setoff. Tenant is not then in default and continues to pay the Rent and observe and perform all waives the provisions of any law or regulation, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder obligations of Tenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. Anything contained herein to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain contrary notwithstanding, (i) Landlord shall procure for Tenant a subordination, attornment and non-disturbance provisions substantially agreement signed by Landlord's current mortgagee in conformance with such lender's usual and customary form within sixty (60) days of the foregoing. Notwithstanding anything Commencement Date and (ii) Landlord shall endeavor in good faith to the contrary set forth in this paragraph, procure a commercially reasonable non-disturbance agreement for Tenant hereby attorns and agrees to attorn to from any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancefuture mortgagee.

Subordination. This Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease is 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 Property, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Property, ground and leases or underlying leases, mortgages and deeds or Lessor’s interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the right, at its election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any mortgage or deed of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any renewalsreason, modificationsLessee will, consolidations, replacements or extensions thereof, for notwithstanding any subordination and upon the full amount of all advances made or to be made thereunder and without regard to the time or character request of such advancessuccessor in interest to Lessor, together with attorn to and become the Lessee of the successor in interest thereon to Lessor and subject to all recognize such successor in interest as the terms and provisions thereofLessor under this Lease, provided Lessee’s interests hereunder shall not be disturbed so long as Landlord obtains from Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-executing, Lessee covenants and agrees to execute and deliver, upon demand by Lessor and in the Holder form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Encumbrance a non-disturbance agreement which provides that in ground leases or underlying leases or the event of termination of any such lease or upon the foreclosure lien of any such mortgage or deed of trust, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the Holder termination of an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall recognize Tenant's rights not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any obligation or liability accruing under this Lease as long as Tenant after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is not then in default expressly made a third party beneficiary of the foregoing provisions, and continues to pay the Rent and observe and perform all the other provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written requestwhich are for the benefit of a Foreclosing Party, Tenant which rights shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien survive a foreclosure of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing deed of trust or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancemortgage.

Subordination. This Tenant accepts this Lease is subject and subordinate to any ground and underlying leasesmortgage, mortgages and deeds deed of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents other lien presently existing or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering encumbering the Premises, or and to any renewals, modificationsrefinancing, consolidations, extensions and replacements or extensions thereof, for the full amount of all advances made or to be made thereunder . Tenant specifically acknowledges and without regard agrees to the time or character presence and terms of such advancesthat certain Intercreditor Agreement between it and the lenders under the Tranche A Loan Agreement and the Tranche B Loan Agreement, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination any conflict between it and the terms hereof, the terms of said Intercreditor Agreement shall control. Subject thereto, Landlord and Tenant agree that this Lease shall be subordinate as hereinabove described, and that if any purchaser by a foreclosure sale or by deed in lieu of foreclosure becomes the owner of the Premises, Tenant will attorn to and recognize such lease entity as Landlord hereunder should Landlord so request such attornment; provided that such subordination and agreement to attorn are conditioned on the agreement by any lender or upon purchaser of the foreclosure of any such mortgage Premises that it will not disturb Tenant or deed of trust the Holder shall recognize Tenant's rights under this Lease as hereunder for so long as Tenant is not then in default complies with the terms and continues to pay the Rent and observe and perform all the provisions conditions of this Lease Lease. This subordination shall be self-operative and no further instrument of subordination shall be required in order for the same to be observed and performed by Tenanteffective. Within ten (10) days after Upon the request of Landlord's written request, however, in confirmation of this subordination, Tenant shall execute and promptly deliver any document that confirms and all documents required by ratifies the terms of this Paragraph 13.4 that Landlord or any mortgagee may require. Any mortgagee shall have the Holder right at any time to make subordinate such mortgage, deed of trust lien or other lien to this Lease subordinate Lease. Tenant agrees to give any lien mortgagee and/or deed of trust holder, by certified mail, a copy of any notice of default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of assignment of rents and leases or otherwise) of the Encumbrance so long as address of such documents contain non-disturbance provisions substantially in conformance mortgagee and/or deed of trust holder. Notwithstanding anything, to the extent that the terms of the Subordination Agreement conflict with the foregoing. Notwithstanding anything to the contrary set forth in terms of this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to terms of the exercise of any other rights, powers or remedies under such EncumbranceSubordination Agreement shall control.

Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. However, Landlord represents to Tenant that, as of the date of this Lease, no mortgage or deed of trust encumbers the Project. Subject to Tenant obtaining an SNDA (as defined below), this Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now hereafter affect the Property and to Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a commercially reasonable written undertaking in favor of Tenant to the effect that, among other things, such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any such Encumbrance a non-disturbance agreement which provides covenant or provision of this Lease (an “SNDA”). Tenant agrees that in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust or any deed in lieu thereof, to attorn to the Holder shall purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize Tenant's rights such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default as long as provided in the SNDA. Tenant is not then in default and continues to pay the Rent and observe and perform all waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is subject and subordinate to all present and future ground leases of the Project and to the lien of any ground and underlying leasesmortgages or trust deeds, mortgages and deeds of trust (collectively "Encumbrances") which may now affect or hereafter in force against the Property Project, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, require in writing that this Lease be superior thereto; provided, however, if that a condition precedent to the holder subordination of this Lease to any future ground or holders underlying lease or to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the landlord or lender of such future instrument. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such Encumbrance ("Holder") shall require that mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease to be prior and superior theretoLease. Tenant shall, within ten (10) days of written request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premisessuch mortgages, trust deeds, or any renewals, modifications, consolidations, replacements or extensions thereof, for ground leases. Tenant waives the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Within sixty (60) days after the execution of this Lease (or as soon thereafter as reasonably possible), Landlord shall obtain a non-disturbance agreement which provides that from the holder of any pre-existing mortgage encumbering the Building in the event of termination of any form attached hereto as Exhibit E, which Xxxxxx agrees to promptly execute; provided, however, that Landlord agrees to use commercially reasonable efforts to cause such lease or upon the foreclosure of any holder to include changes Tenant reasonably requests in such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceagreement.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances"“Encumbrance”) which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions provision thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphsection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that a condition precedent to such subordination shall be that Landlord obtains from the Holder of any such Encumbrance lender or other party in question a commercially reasonable non-disturbance agreement which provides in favor of Tenant. Subject to the foregoing, Tenant agrees, within ten (10) business days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust or any deed in lieu thereof, to attorn to the Holder shall purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize Tenant's rights such purchaser as the lessor under this Lease as long as Lease; Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within shall, within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's written request, default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall execute provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any and all documents required by Landlord such default. Tenant waives the provisions of any current or the Holder future statute, rule or law which may give or purport to make give Tenant any right or election to terminate or otherwise adversely affect this Lease subordinate to any lien and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. Landlord agrees to use commercially reasonable efforts to obtain a commercially reasonable nondisturbance agreement in favor of Tenant from the current lender of the Project. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions Initials: /s/ KM -------- -18- /s/ VC -------- thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder of any such Encumbrance lender or other party in question a written subordination, non-disturbance and attornment agreement which provides in favor of Tenant to the effect that in the event of termination of any such lease lender or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize other party will not disturb Tenant's rights right of possession under this Lease as long as if Tenant is not then or thereafter in default and continues to pay the Rent and observe and perform all the provisions breach of any covenant or provision of this Lease to be observed and performed by TenantLease. Within Tenant agrees, within ten (10) days after Landlord's written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, leases and any first mortgages and first deeds of trust (collectively "Encumbrances") which may now affect the Building or the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretoto such Encumbrance, within ten seven (107) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long Encumbrance, provided that such purchaser agrees to recognize this Lease on all of its terms. Landlord shall exercise diligent efforts to obtain a nondisturbance agreement from the existing lender for Tenant as such documents contain non-disturbance provisions substantially in conformance with the foregoingexpeditiously as possible. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Building or the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease The indebtedness evidenced by this Global Note is, to the extent provided in Article Eleven of the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture), and this Global Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Global Note, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of the Notes, shall be deemed conclusively to have relied on such provisions in acquiring and subordinate continuing to any ground hold, or in continuing to hold, such Senior Indebtedness. The Indenture also provides that if, upon the occurrence of certain events of bankruptcy or insolvency relating to the Company or bankruptcy, insolvency, receivership or similar proceedings of Bank United, a federally chartered savings bank and underlying leases, mortgages and deeds indirect subsidiary of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance Company ("HolderBank"), there remains, after giving effect to such subordination provisions, any amount of cash, property or securities available for payment or distribution in respect of Notes (as defined in the Indenture, "Excess Proceeds"), and if, at such time, any Entitled Person (as defined in the Indenture) has not received payment in full of all amounts due or to become due on or in respect of Other Financial Obligations (as defined in the Indenture), then such Excess Proceeds shall require that first be applied to pay or provide for the payment in full of such Other Financial Obligations before any payment or distribution may be made in respect of Notes. This Global Note is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Financial Obligations. Each Holder of this Lease Global Note, by accepting the same, (a) agrees to and shall be prior bound by all of such provisions, (b) authorizes and superior thereto, within ten directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of this Global Note and payment of Excess Proceeds as provided in the Indenture and (10c) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver appoints the Trustee as his attorney-in-fact for any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Tenant agrees that this Lease is shall, at the option of ------------- Landlord, be subject and subordinate to any ground mortgage, deed of trust, or other instrument of security, which has been or shall be placed on the land and underlying leasesBuilding, mortgages or land or Building of which the Premises form a part, and deeds this subordination is hereby made effective without any further act of trust (collectively "Encumbrances") which Tenant or Landlord provided that this Lease and Tenant's rights hereunder shall not be limited, altered or terminated so long as Tenant observes and performs its obligations hereunder. The Tenant shall, at any time hereinafter, on demand, execute any documents that may now affect be required by a mortgagee or beneficiary under any deed of trust, solely for the Property and purpose of subjecting or subordinating this Lease to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders lien of any such Encumbrance ("Holder") shall require that this Lease mortgage, deed of trust, or other instrument of security. If Tenant fails to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged execute and deliver any and all reasonable such documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. instruments, Landlord shall have the right to cause execute and deliver any such documents or instruments on behalf of Tenant. If this Lease to be and become and remain subject and is or becomes subordinate to any and all Encumbrances which are encumbrance now of record or may hereafter be executed covering encumbrance recorded after this date affecting the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as then Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property purchaser at any sale foreclosure sale, or other proceeding to any grantee or pursuant transferee designated in any deed given in lieu of foreclosure and Landlord shall use its best efforts to the exercise of any other rightsobtain a written agreement from such purchaser, powers grantee or remedies transferee agreeing to perform Landlord's obligations under this Lease. However, failure to obtain such Encumbrancewritten consent shall not constitute a breach by Landlord under this Lease. In such event, Tenant shall execute, at Landlord's or lender's request, such recognition and attornment agreement as lender, at its option, may require solely to confirm such attornment.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, all mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises and to all renewals, modifications, consolidations, replacements replacements, and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior extension thereof and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from provided only that any such subordination to any existing or future mortgage or deed of trust shall at all times be expressly subject to the Holder condition that the holder of any such Encumbrance a non-disturbance agreement which provides mortgage or deed of trust agree that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize trust, Tenant's rights under this Lease as leasehold interest in the Premises shall not be disturbed so long as Tenant is not then in default beyond any applicable cure period. Additionally, the holder of any such mortgage or deed of trust shall agree to enter into a new lease with Tenant upon the same terms and continues to pay the Rent and observe and perform all the provisions of conditions as this Lease with respect to be observed and performed by Tenantthe Premises in the event such holder acquires title to the Premises. Within ten (10) days after Landlord's written requestrequest therefor, Tenant shall execute any and all documents reasonably required by Landlord or the Holder (or Holders) of the mortgage or deed of trust required to effectuate such subordination attornment and non-disturbance agreement to make this Lease subordinate prior to any lien of any mortgage, or deed of trust, as the Encumbrance case may be, so long as such documents contain non-disturbance provisions substantially provide that the holder or holders of such mortgage or deed of trust will not disturb Tenant's leasehold interest in conformance with the foregoingPremises following foreclosure so long as Tenant is not in default beyond any applicable cure period. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity person, firm or corporation purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancemortgage or deeds of trust as if such person, firm or corporation had been named as Landlord herein, it being intended hereby that Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated, pursuant to its terms. If acceptable to Landlord's lender and in an acceptable form, this Lease may be prior to the mortgage. Landlord shall, within thirty (30) days of the execution of this Lease by the parties, provide a written acknowledgement to Tenant from the holder or holders of any mortgage or deed of trust encumbering the Premises which (i) provides that this Lease shall not be terminated so long as Tenant is not in default under any applicable cure period under this Lease and (ii) recognizes all of Tenant's rights hereunder.

Subordination. This Lease is and any agreements relating to the ------------- financing of Tenant's Work and other tenant improvements ("Tenant Financing Agreements") are subject and subordinate to any all REA's, ground or underlying leases, including sale and underlying leaseback leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Property, the Building, the Premises, or any portion thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such Lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that it or they desire or require that this Lease or any Tenant Financing Agreements to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem reasonably necessary or desirable for such purposes. Landlord purposes therefor in the similar format as attached hereto and marked Exhibit F, and provided further that any Mortgagee shall have the right be ----------- required to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance sign a non-disturbance agreement which provides providing that Mortgagee recognizes this Lease and shall not disaffirm it even if Mortgagee forecloses or the leased Premises are sold at a foreclosure sale; Tenant shall be entitled to use and occupy the leased Premises and use the common areas in accordance with the terms of the Lease; Tenant shall be entitled to all of its rights under the Lease; insurance proceeds and awards shall be disbursed as provided in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Lease and Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien possession of the Encumbrance so long leased Premises shall not be disturbed by Mortgagee or by any person whose rights are not acquired as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise a result of any other rights, powers or remedies under such Encumbranceforeclosure proceedings.

Subordination. This Lease lease is subject and subordinate to the lien of all and any ground first mortgages (which term "mortgages" shall include both construction and underlying leases, mortgages permanent financing and shall include deeds of trust (collectively "Encumbrances"and similar security instruments) which may now not or hereafter encumber or otherwise affect the Property real estate (including the building) of which the demised premises form a part, and to all and any renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. In confirmation of such subordination, replacements lessee shall, at lessor's request, promptly execute any requisite or appropriate certificate or other document. Lessee hereby constitutes and extensions thereof; provided, however, if the holder or holders of appoints lessor as lessee's attorney-in-fact to execute any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days certificate or certificates for or on behalf of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposeslessee. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides Lessee agrees that in the event of termination of that any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust mortgages, lessee shall attorn to the Holder shall purchaser at such foreclosure sale, if requested to do so by such purchaser and to recognize Tenant's rights such purchaser as the lessor under this Lease as long as Tenant is not then in default ??? lease, and continues to pay the Rent and observe and perform all lessee waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give lessee any right to terminate or otherwise adversely affect this Lease to lease and the obligations of lessee hereunder in the event that any such foreclosure proceeding is prosecuted or completed. If the whole or a substantial part of the demised premises shall be observed taken forceably, leased or condemned by any governmental authority for any public or quasi-public use of purpose, then the term of this lease shall cease and performed by Tenant. Within ten (10) days after Landlord's written requestterminate as of the date when title vests in such governmental authority, Tenant and lessee shall execute any and all documents required by Landlord have no claim against lessor or the Holder to make this Lease subordinate to condemning authority for any lien portion of the Encumbrance amount that may be awarded damages as a result of such taking or condemnation or for the value of any unexpired term of the lease. Lessee, however, shall be entitled to claim, prove and receive in the condemnation proceeding such awards as may be allowed for fixtures and other equipment installed by it which shall not, under the terms of this lease be or become the property of the lessor at the termination hereof, but only if such awards shall be made by the condemnation court in addition to and stated separately from the award made by it for the land and building or part thereof so long as taken. The annual rental, however, shall be abated on the date when such documents contain nontitle vests in such governmental authority. If less than a substantial part of the demised premises is taken or condemned by any governmental authority for any public or quasi-disturbance provisions substantially public use of purpose, the rent shall be equitably adjusted on the proportion which the floor area of the demised premises included in conformance with the foregoing. Notwithstanding anything space taken bears to the contrary set forth floor area of the entire demised premises immediately prior to such taking on the date when title vests in such governmental authority and the lease shall otherwise continue in full force and effect. For purposes of this paragraphArticle, Tenant hereby attorns and agrees a substantial part of the demised premises shall be considered to attorn to have been taken if more than fifty percent (50%) of the demised premises are unusable by lessee. For purposes of this provision any entity purchasing purchase by competent authority of the whole or otherwise acquiring a substantial part of the Property at any sale or other proceeding or pursuant to demised premises in lieu of condemnation thereof under the exercise power of any other rights, powers or remedies under such Encumbranceeminent domain shall be deemed an actual taking.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if that the holder or holders of any such Encumbrance ("Holder") execute a non-disturbance agreement in a form suitable to Tenant to the effect that the Lease shall not be terminated in the event of any default under any ground lease or underlying lease or any foreclosure or sale pursuant to the terms of any mortgage or deed of trust, so long as Tenant is not in default (after the expiration of all applicable cure periods) under the terms of the Lease. If any Holder shall require that this Lease to be prior and superior theretoto such Holder's Encumbrance, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the that Holder of any such Encumbrance executes a non-disturbance agreement for the benefit of Tenant which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall trust, Xxxxxx agrees to recognize TenantXxxxxx's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and additional rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after LandlordXxxxxxxx's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraph, paragraph Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Xxxxxxxx agrees to deliver to Tenant, within sixty (60) days after the date hereof, a non-disturbance agreement in form and substance reasonably satisfactory to Tenant, executed by any lender which currently holds a deed of trust which encumbers any property of which the Premises are a part as of the date of execution of this Lease.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall trust, Xxxxxx agrees to recognize TenantXxxxxx's rights under this Lease as long as Tenant is not then in default beyond any applicable notice and cure period and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after LandlordXxxxxxxx's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance that will not increase Tenant's cost or expense or materially or adversely change Tenant's rights, remedies or obligations under this Lease. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance. Landlord shall cause the fee title owner, Ardenwood Corporate Park Associates ("Owner") and the existing lender, Bank of America, to furnish to Tenant, within forty (40) days of the date of both parties' execution of this ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatement Requested Lease, with written agreements reasonably satisfactory in substance to Tenant (and in the case of Bank of America, using the attached Exhibit 20.T. as a first draft), providing for (i) recognition by the lender and Owner of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender's security interest in the Premises or termination of the Ground Lease. In the event that Landlord is unable to provide such agreements, Xxxxxx's sole remedy shall be termination of the Lease, which election shall be made within fourteen (14) days following the expiration of such 40-day period. In the event of such termination, Landlord shall reimburse Tenant for costs associated with obtaining the Letter of Credit, and shall reimburse Tenant fifty percent (50%) of costs actually incurred by Tenant between the execution date of the Lease and the date of Landlord's notice to Tenant that it is unable to provide such agreement, in connection with this Lease; provided, however, that such reimbursement by Landlord shall not exceed One Hundred Thousand Dollars ($100,000.00). Landlord represents that to the best of its knowledge, Bank of America is willing to grant the agreement described in this paragraph.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten (10) business days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agrees to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) business days after Landlord's ’s written request, Tenant shall execute any and all commercially reasonable documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, it shall be deemed that this Lease is so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingsubordinated. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance. Notwithstanding anything to the contrary set forth in this Xxxxxxxxx 00, Xxxxxxxx shall provide to Tenant from all lenders currently holding a deed of trust, mortgage or other financing instrument on the Building or the underlying real property or on any lease thereof, and from all landlords under any ground or underlying lease currently in effect, a commercially reasonable non-disturbance agreement within thirty (30) days after the date of execution of this Lease, and the failure to do so, shall give Tenant the right to terminate this Lease upon written notice to Landlord.

Subordination. This Lease is and all rights of Tenant hereunder are subject and subordinate to any ground and underlying leasesmortgage or mortgages, mortgages and deeds of trust (collectively "Encumbrances") blanket or otherwise, which do now or may now hereafter affect the Property and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground or other lease, or similar instrument now or hereafter placed against the Property, and to all other agreements and instruments affecting the Property in the land records in the jurisdiction where the Property is located (collectively, the “Superior Instruments”). It is the intention of the parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord without expense to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination, including any such form as may be reasonably required by Landlord’s lender or proposed lender. If a subordination, non-disturbance and attornment agreement is delivered to Tenant and Tenant fails or refuses to execute the same within twenty (20) business days following Tenant’s receipt thereof, Tenant shall be considered in default under this Lease and this Lease shall be deemed to be automatically subject and subordinate to such Superior Instrument. In the event of termination or expiration of this Lease by reason of the termination of any of the Superior Instruments, provided that the holder of any Superior Instruments assumes the obligations of the Landlord hereunder, subject to the qualifications in this section, and agrees not to disturb Tenant, Tenant shall attorn to and recognize the holder of any Superior Instruments as the landlord under this Lease, in which event this Lease shall be deemed to be reinstated in full force and effect as a direct lease between Tenant and the holder of such Superior Instruments, upon all of the same terms and conditions of this Lease. Any such attornment and/or reinstatement under this Lease shall be effective and self-operative as of the date of any such termination or expiration of this lease without the execution of any further instrument; provided, however, if that Tenant agrees, upon the request of the holder or holders of any Superior Instruments to execute and deliver any such Encumbrance ("Holder") instruments in recordable form as shall require that be reasonably satisfactory to such underlying landlord to evidence such attornment. Any such attornment under this Lease shall provide the holder of the Superior Instruments with all rights of the Landlord under this Lease and Tenant shall be obligated to the holder of the Superior Instruments to perform all of the obligations of the Tenant under this Lease. The holder of the Superior Instruments shall have no obligation to Tenant nor shall the performance by Tenant of its obligations under this Lease, whether prior to or after such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Landlord in the performance of any obligation to be prior and superior theretoperformed by Landlord under this Lease. In the event of (i) the termination of any ground or underlying lease of the Building or the Property, within ten or both, or (10ii) days the purchase or other acquisition of written the Building or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any mortgage or deed of trust, or pursuant to a power of sale contained in any mortgage or deed or trust, then in any of such events Tenant shall, at the request of Landlord or Landlord’s successor in interest, attorn to Tenantand recognize the transferee or purchaser of Landlord’s interest as “Landlord” hereunder, Tenant provided that such transferee or purchaser shall execute, have acknowledged and deliver not be (a) liable for any and all reasonable documents act or instruments which omission of Landlord before such person’s succession to title or Holder deems necessary (b) bound by any payment of Base Rent or desirable Additional Rent before such person’s succession to title for such purposesmore than one month in advance. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard As a condition to the time or character effectiveness of such advancesthe subordination and attornment in this paragraph, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance will obtain a reasonably acceptable non-disturbance agreement which provides from the holder of the first mortgage on the Property within sixty (60) days from the execution of this Lease. The non-disturbance agreement will provide that in Tenant will not be disturbed by the event holder of termination of any such lease or upon the foreclosure of any such first mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as so long as Tenant is not then in default and continues to pay compliance with the Rent and observe and perform all the provisions terms of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceLease.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days after Tenant’s receipt of a written request of Landlord to TenantLandlord, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Tenant’s receipt of Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance.

Subordination. This Landlord covenants that there is no existing mortgage, deed of trust or other encumbrance encumbering the Project or any portion thereof as of the date of this Lease. Accordingly, this Lease is 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 ground and underlying leasesmortgage, mortgages and deeds of trust (collectively "Encumbrances") which may deed or other encumbrances now affect or hereafter in force against the Property Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, if the holder or holders that in consideration of any such Encumbrance ("Holder") shall require that and as a condition precedent to Tenant’s agreement to subordinate this Lease to be prior and superior theretoany future ground or underlying lease, within ten (10) days of written request of Landlord to Tenantor mortgage, trust deed or other encumbrance, Tenant shall executereceive from such future Superior Holder a subordination non-disturbance and attornment agreement in the standard form customarily employed by such Superior Holder, have acknowledged with such commercially reasonable modifications as may be mutually agreed to by Tenant and deliver such Superior Holder, which provides that so long as an event of default has not occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Superior Holder may take to terminate any such ground or underlying lease or to foreclose any such mortgage, trust deed or other encumbrance, as applicable, and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such purposessuccessor landlord and Tenant (a “SNDA”). Landlord shall have the right use its commercially reasonable efforts to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a obtain non-disturbance agreement which provides that agreement(s) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term. Subject to the SNDA(s) described above, Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Holder shall 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 Tenant's rights 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 as (or enter into a new lease for the balance of the Lease Term upon the same terms and conditions) and not disturb Tenant’s occupancy, so long as Tenant is not then in default timely pays the rent and continues to pay observes and performs the Rent and observe and perform all the provisions TCCs of this Lease to be observed and performed by Tenant. Within ten Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (105) days after of request by Landlord's written request, Tenant shall execute any and all documents required by such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Holder to make subordination or superiority of this Lease subordinate to any lien such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancesale.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which mortgages, deeds of trust and ground leases, if any ("Encumbrances") that are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as that concurrently with and conditional upon ------------- the execution and delivery by Tenant of the requested documents, Landlord obtains from shall cause to be delivered to Tenant a document in form reasonably acceptable to Tenant and the Holder holder of any such Encumbrance a non-disturbance agreement which provides ("Holder") signed by the Holder and Tenant providing that in the event of termination of any such ground lease or upon the foreclosure of any such mortgage or deed of trust trust, so long as Tenant is not in Default, the Holder thereof shall agree to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) business days after Landlord's written request, Tenant shall execute execute, acknowledge and deliver any and all reasonable documents required by Landlord or the Holder to make effectuate such subordination. If Tenant fails to do so, such failure shall constitute a Default by Tenant under this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingLease. Notwithstanding anything to the contrary set forth in this paragraphParagraph 31, Tenant hereby attorns and agrees to attorn to any person or entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground and lease, underlying leases, mortgages and deeds lease or like encumbrance affecting any part of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereofor any interest of Landlord therein which is now existing or hereafter executed or recorded ("ENCUMBRANCE"); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder or holders of any such the Encumbrance ("Holder") shall require agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise and such holder agrees to be prior recognize the rights of Tenant under the Lease, all so long as Tenant is not in default under this Lease beyond any applicable notice and superior theretocure period. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within ten (10) days of after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement of the holder of any such Encumbrance. If the interest of Landlord in the Project is transferred pursuant to Tenantor in lieu of proceedings for enforcement of any Encumbrance, Tenant shall executeimmediately and automatically attorn to the new owner, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be shall continue in full force and become effect as a direct lease between the transferee and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all Tenant on the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary conditions set forth in this paragraphLease. Landlord represents and warrants to Tenant that as of the Executed Lease Delivery Date, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring there is no Encumbrance on Landlord's interest in the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceProperty.

Subordination. This Lease Any indebtedness of the Borrower now or hereafter owing to each of Holdings, Trico Shipping and Intermediate Holdco is subject hereby subordinated to the Guaranteed Obligations of the Borrower owing to the Guaranteed Creditors; and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness of the Borrower to each of Holdings, Trico Shipping and Intermediate Holdco shall be collected, enforced and received by Holdings, Trico Shipping or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretoIntermediate Holdco, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have as the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or case may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereofbe, for the full amount benefit of all advances made or to the Guaranteed Creditors and be made thereunder and without regard paid over to the time Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed Obligations, but without affecting or character impairing in any manner the liability of such advancesHoldings, together with interest thereon and subject to all Trico Shipping or Intermediate Holdco under the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the other provisions of this Lease Guaranty. Prior to the transfer by Holdings, Trico Shipping or Intermediate Holdco of any note or negotiable instrument evidencing any such indebtedness of the Borrower to Holdings, Trico Shipping or Intermediate Holdco, Holdings, Trico Shipping or Intermediate Holdco, as the case may be, shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of Holdings, Trico Shipping and Intermediate Holdco hereby agrees with the Guaranteed Creditors that they will not exercise any right of subrogation which they may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been paid in full in cash. If and to the extent required in order for the Guaranteed Obligations of each of Holdings, Trico Shipping and Intermediate Holdco to be observed enforceable under applicable federal, state and performed other laws relating to the insolvency of debtors, the maximum liability of Holdings, Trico Shipping or Intermediate Holdco, as the case may be, hereunder shall be limited to the greatest amount which can lawfully be guaranteed by Tenant. Within ten (10) days Holdings, Trico Shipping or Intermediate Holdco, as the case may be, under such laws, after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate giving effect to any lien rights of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in contribution, reimbursement and subrogation arising under this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceSection 13.07.

Subordination. This Lessee accepts this Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such recorded mortgage or deed of trust lien presently existing or hereafter created upon the Holder shall recognize Tenantbuilding or project and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building or project. Lessor is hereby irrevocably vested with full power and authority to subordinate Lessee's rights interest under this Lease to any first mortgage or deed of trust lien hereafter placed on the Leased Premises, and Lessee agrees upon demand to execute additional instruments subordinating this Lease as long as Tenant is not then in default Lessor may require. If the interests of Lessor under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee shall be bound to the transferee (sometimes called the "Purchaser") at the option of the Purchaser, under the terms, covenants and continues to pay the Rent and observe and perform all the provisions conditions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or for the Holder to make this Lease subordinate to any lien balance of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance remaining, including any extensions or renewals, with the foregoing. Notwithstanding anything to same force and effect as if the contrary set forth in Purchaser were Lessor under this paragraphLease, Tenant hereby attorns and and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any entity purchasing or otherwise acquiring such mortgage, if it be the Property Purchaser, as its Lessor, provided that Lessee's attornment shall be subject to the execution of a non-disturbance and attornment agreement by mortgagee providing, among over Wings, that so long as Lessee is current its obligations under this Lease, the Purchaser at foreclosure shall recognize the Lessee's right to tenancy of the premises. This agreement of Lessee to attorn upon demand of any mortgagee contained in the immediately preceding sentence shall survive any such foreclosure sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancetrustee sale.

Subordination. This Tenant hereby subordinates this Lease is subject and subordinate all rights of Tenant hereunder to any ground zoning ordinances and underlying leasesother governmental regulations relating to the use of the Premises or the Building and Land and to any mortgage or mortgages, or vendor's lien, or similar instruments which now are or which may from time to time be placed upon the premises covered by this Lease and such mortgage or mortgages or liens or other instruments shall be superior to and deeds prior to this Lease. Landlord is hereby irrevocably vested with full power and authority, if it so elects at any time, to subordinate this Lease to any mortgage hereafter placed upon the Premises or upon the Building and Land, and Tenant shall at any time hereafter, on demand, execute any instruments, releases or other documents that may be required by the Landlord or any mortgagee or beneficiary under any deed of trust (collectively "Encumbrances") which may now affect for the Property purpose of subjecting and subordinating this Lease to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders lien of any such Encumbrance mortgage or deed of trust, provided that any mortgagee or beneficiary agrees to execute a non-disturbance agreement in a form approved by such mortgagee. Tenant further covenants and agrees that if any mortgagee or other lienholder acquires the Premises by foreclosure, or if any other person acquires the Premises as a purchaser at any such foreclosure sale (any such mortgagee or other lienholder or purchaser at a foreclosure sale being each hereinafter referred to as the "HolderPurchaser at Foreclosure") ), Tenant shall require that thereafter, but only at the option of the Purchaser at Foreclosure, as evidenced by the written notice of its election given to Tenant within a reasonable time thereafter, remain bound by novation or otherwise to the same effect as if a new and identical lease between the Purchaser at Foreclosure, as landlord, and Tenant, as tenant, had been entered into for the remainder of the term of the Lease in effect at the institution of the foreclosure proceedings. Tenant agrees to execute any instrument or instruments which may be deemed necessary or desirable further to effect the subordination of this Lease to each such mortgage, lien or instrument or to confirm any election to continue the Lease in effect in the event of foreclosure, as above provided, as long as any mortgagee or beneficiary agrees to execute a non-disturbance agreement in a form approved by such mortgagee. Tenant hereby irrevocably appoints Landlord its attorney-in-fact in its name, place and stead to execute any subordination agreement, or other agreement required to be prior and superior thereto, executed by Tenant pursuant to the terms of this Article 17 which Tenant fails to execute within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancedemand.

Subordination. This Subject to the terms of this Agreement, the Lease is and all rights of Lessee thereunder are hereby made, and shall at all times continue to be, subject and subordinate in each and every respect to the Mortgage and all other instruments of security for the Loan which do now or may hereafter cover the Property or any interest of Lessor therein, and to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect all advances made on the Property security thereof and to any and all increases, renewals, modifications, consolidations, replacements extensions and/or consolidations thereof (collectively called the "Prior Encumbrances"). This provision is acknowledged by Lessee to be self-operative and extensions thereof; providedno further instrument shall be required to effect such subordination of the Lease. Lessee shall, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall demand at any time or times execute, have acknowledged acknowledge and deliver to Mortgagee any and all instruments and certificates that in Mortgagee's reasonable documents or instruments which Landlord or Holder deems judgment may be necessary or desirable for proper to confirm or evidence such purposessubordination. Landlord However, notwithstanding the generality of the foregoing provisions of this paragraph, Lessee agrees that, upon written notice to Lessee, Mortgagee shall have the right at any time to cause this Lease to be and become and remain subject and subordinate to any and all such Prior Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of Lease on such advances, together with interest thereon terms and subject to all such conditions as such Mortgagee may deem appropriate in its discretion. Upon Mortgagee giving Lessee the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that written notice referred to in the event preceding sentence, the subordination of termination such Prior Encumbrances to the Lease shall be self-operative and no further instrument shall be required to effectuate such subordination of any such lease or upon Prior Encumbrances to the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by TenantLease. Within The Lessee shall, however, within ten (10) days after Landlord's of written requestdemand, Tenant shall execute at any time or times, execute, acknowledge and deliver to Mortgagee any and all documents required instruments and certificates that in Mortgagee's reasonable judgment may be necessary or proper to confirm or further evidence such subordination. This Agreement shall not be deemed or construed as limiting or restricting the enforcement by Landlord or the Holder to make this Lease subordinate to Mortgagee of any lien of the Encumbrance so long as such documents contain non-disturbance terms, covenants, provisions substantially in conformance or remedies of any of the Prior Encumbrances, including, without limitation, the Mortgage, whether or not consistent with the foregoing. Notwithstanding anything to Lease; provided, however, that the contrary set forth subordination of the Lease in this paragraph, Tenant hereby attorns and agrees to attorn to Paragraph 1 shall not affect in any entity purchasing or otherwise acquiring the Property at manner any sale or other proceeding or pursuant to the exercise rights of any other rights, powers or remedies Lessee under such Encumbrancethis Agreement.

Subordination. This Lease is Tenant accepts this Lease, and the tenancy created hereunder, subject and subordinate to any ground and underlying leasesmortgages, overleases, leasehold mortgages and deeds of trust (collectively "Encumbrances") which may or other security interests now affect or hereafter a lien upon or affecting the Building or the Property and to all renewalsor any part thereof, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require provided that this Lease to be prior and superior thereto, within ten (10) days of written request of after Landlord to Tenantobtains its initial construction financing for the Building, Tenant shall executereceives a Subordination, have acknowledged Non-Disturbance and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposesAttornment Agreement substantially in form attached hereto as Exhibit "E". Landlord shall have represents that as of the right to cause date of this Lease, there are no mortgages or liens upon or affecting the Building or the Property or any part thereof. Tenant shall, at any time hereafter, within twenty (20) days after request from Landlord, execute a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit "E" attached hereto and made a part hereof or any instruments or leases or other documents that may be reasonably required by any mortgage or mortgagee or overlandlord (herein a "Mortgagee") for the purpose of subjecting or subordinating this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard tenancy created hereunder to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure lien of any such mortgage or deed mortgages or underlying lease, provided that the rights of trust any Mortgagee which has a lien after the Holder primary Mortgagee shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything subject to the contrary agreements reached between the primary Mortgagee and Tenant and provided, further that the Tenant receives an agreement not to disturb its tenancy in exchange thereafter pursuant to the terms set forth in this paragraphSection 32 below and the failure of Tenant to execute any such instruments, Tenant hereby attorns and agrees to attorn to any entity purchasing releases or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancedocuments shall constitute a default hereunder.

Subordination. This Lessee’s interest in this Facility Lease (with the exception of the provisions hereof regarding the application of proceeds with respect to Events of Loss or an Event of Total Loss) is subject and subordinate to the lien of any ground and underlying leases, all mortgages and (which term “mortgages” shall include deeds of trust (collectively "Encumbrances"and similar security instruments) securing the obligations of the Lessor, which may now or hereafter encumber or otherwise affect the Property Leased Facilities, or Lessor’s interest therein, as well as any and to all renewals, modificationsextensions, consolidations, replacements and extensions modifications or refinancings thereof; provided, however, if that so long as the holder or holders Lessee is not in default of any this Facility Lease (beyond all applicable periods given the Lessee to cure such Encumbrance ("Holder"default) and shall require that this pay the Rent hereunder, and shall fully comply with and perform all the terms, covenants, conditions and provisions of the Facility Lease on the part of the Lessee hereunder to be prior complied with and superior theretoperformed, within ten (10) days the mortgagee and its successors-in-interest shall not disturb Lessee’s possession, occupancy and use of written request of Landlord to Tenant, Tenant shall execute, have acknowledged the Leased Facilities and deliver any the Lessee’s rights and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause privileges under 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 PremisesFacility Lease, or any renewals, modifications, consolidations, replacements extension or extensions thereof, for the full amount of all advances made or to renewal thereof which may be made thereunder and without regard to the time or character of such advances, together effected in accordance with interest thereon and subject to all the terms of this Facility Lease; and provisions thereofprovided further, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of mortgagee under any such mortgage shall require this Facility Lease to be superior and paramount to any such mortgage, Lessee agrees to execute, acknowledge and deliver, as directed by Lessor, any reasonable instruments required for such purpose. In furtherance of the foregoing, Lessee and any such mortgagee shall execute a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit B, with commercially reasonable modifications requested by mortgagee, provided that such modifications do not conflict with the terms and conditions of this Facility Lease and do not diminish, or deed require Lessee to waive, any of trust the Holder shall recognize Tenant's Lessee’s rights under this Facility Lease as long as Tenant is and provided further, if the Lessee and any mortgagee are not then able to agree upon such modifications, the Lessee and such mortgagee shall be deemed to be bound by the terms contained in default and continues to pay the Rent and observe and perform all the provisions first sentence of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceSection 20.1(a).

Subordination. This Lease is subject and subordinate to all present and future ground or underlying leases of the Project or Property, and to the lien of any ground and underlying leasesmortgages or trust deeds, mortgages and deeds of trust (collectively "Encumbrances") which may now affect or hereafter in force against the Property Project or Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewalsextensions, modifications, consolidations, consolidations and replacements or extensions thereof, for the full amount of and to all advances made or hereafter to be made thereunder and without regard to upon the time or character security of such advancesmortgages or trust deeds, together with interest thereon (i) unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the election becomes effective and subject to all the terms and provisions thereof, (ii) so long as Landlord obtains from the Holder holder of any such Encumbrance a non-disturbance agreement which provides that mortgage or trust deed, or the lessor under such ground lease or underlying lease agrees in writing, for the benefit of Tenant, to accept this Lease and accept Tenant's occupancy as provided in subsequent provisions of this Section 11.01. Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed trust deed, or if any ground or underlying lease is terminated, to attorn to the purchaser upon any such foreclosure sale, or to the lessor of trust such ground or underlying lease, as the Holder case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the landlord under this Lease, provided such lienholder or purchaser or ground lessor 7155 Lindell Road Xxx Vegas, Nevada Nevada Power Company shall recognize agree to accept this Lease and not disturb Tenant's rights under this Lease as occupancy, so long as Tenant is not then in default timely pays the rent and continues to pay observes and performs all of the Rent terms, covenants and observe and perform all the provisions conditions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written requestinterest herein may be assigned as security at any time to any lienholder. Tenant shall, Tenant shall within fifteen (15) business days of request by Landlord, execute any and all documents required by Landlord such further instruments or assurances substantially in the Holder form attached hereto as Exhibit "B" or Exhibit "B-1" to make evidence or confirm the subordination or superiority of this Lease subordinate to any lien of such mortgages, trust deeds, ground leases or underlying leases, which shall expressly provide for the Encumbrance so long as such documents contain non-disturbance of Tenant as provided in the foregoing provisions substantially of this Section 11.01, and if Tenant fails to do so timely, such failure shall constitute a material default under this Lease, subject to the applicable notice and cure provisions contained in conformance with this Lease. Tenant waives the foregoingprovisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding anything to the contrary set forth in this paragraphSection 11.01, the subordination of the original Tenant's interest in this Lease to the lien of Landlord's existing mortgage lender is conditioned on such lender's execution and delivery to Tenant, for Tenant's execution, of the subordination non-disturbance, and attornment agreement attached as Exhibit "B" to this Lease, with such execution and delivery to Tenant hereby attorns being made no later than thirty (30) days following full execution and delivery of this Lease by Landlord and Tenant. In case of any future permanent (term) loan or refinancing of such future loan, Landlord agrees to attorn cause its then lender to any entity purchasing or otherwise acquiring execute and deliver to Tenant for Tenant's execution, a subordination, non-disturbance and attornment agreement in substantially the Property at any sale or other proceeding or pursuant form of that attached as Exhibit "B-1" to the exercise of any other rights, powers or remedies under such Encumbrancethis Lease.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, leases and any first mortgages and first deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretoto such Encumbrance, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agree in writing to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten twenty (1020) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Building or the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.. Notwithstanding anything to the contrary contained in this Lease, subordination of Tenant's leasehold interest to any Encumbrance, and Tenant's attornment to any party, is conditioned upon (i) Tenant's receipt from the Holder of the Encumbrance in question of an express written agreement, in form reasonably satisfactory to Tenant, providing for recognition of all the terms and conditions of this Lease and providing for continuation of this Lease upon foreclosure of the Encumbrance; and (ii) the written agreement by such Holder to perform all of the obligations to be

Subordination. This Lease is shall be subject and subordinate to all present and future ground or underlying leases of the Building or Property and to the lien of any ground and underlying leasesmortgage, mortgages and deeds of trust (collectively "Encumbrances") which may deed or other encumbrances now affect or hereafter in force against the Building or Property or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, if the holder or holders that in consideration of any such Encumbrance ("Holder") shall require that and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or other encumbrances, shall be prior the receipt by Tenant of a subordination non-disturbance and superior theretoattornment agreement in a commercially reasonable form, within ten (10) days of written request of Landlord which requires such Superior Holder to continue this Lease as a direct lease between Superior Holder, as landlord, and Tenant, as tenant, and not to disturb Tenant’s possession, which must include any Superior Holder’s obligation to perform the Core and Shell Work, fund the Tenant shall execute, have acknowledged Improvement Allowance and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate accept Tenant’s offset rights set forth herein (with respect to any and all Encumbrances which are now or may hereafter be executed covering the PremisesLandlord default that first occurs, or any renewalscontinues to occur, modificationsafter the date such Superior Holder takes possession of the Building, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard Tenant may only offset amounts attributable to the period of time or character from and after the date such Superior Holder takes possession of such advances, together with interest thereon and subject to all the terms and provisions thereofBuilding), so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord obtains from and the Holder of any such Encumbrance a non-disturbance agreement which provides that appropriate Superior Holder. Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Holder shall 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 Tenant's rights 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 as and not disturb Tenant’s occupancy, so long as Tenant is not then in default timely pays the rent and continues to pay observes and performs the Rent terms, covenants and observe and perform all the provisions conditions of this Lease to be observed and performed by TenantXxxxxx. Within Xxxxxxxx’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days after Landlord's written requestof request by Xxxxxxxx, Tenant shall execute any and all documents required by such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Holder to make subordination or superiority of this Lease subordinate to any lien such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially Tenant hereunder in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to event of any entity purchasing or otherwise acquiring the Property at any sale or other foreclosure proceeding or pursuant sale. Landlord represents to Tenant that there are not any Superior Holders as of the exercise date of any other rights, powers or remedies under such Encumbrancethis Lease.

Subordination. This Lease is Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any all ground leases, overriding leases and underlying leasesleases affecting the 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 and deeds of trust (collectively "Encumbrances") which may now or hereafter affect the Property 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 shall also cover other lands, buildings or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedof such leases and such mortgages and spreaders and consolidations of such mortgages. This Paragraph shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute, howeveracknowledge and deliver any reasonable instrument that Landlord, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") shall require that this Lease mortgage or any of their respective successors in interest may reasonably request to be prior and superior thereto, evidence such subordination within ten (10) business days after request therefor. Without limiting the foregoing, Tenant’s failure to execute, acknowledge and deliver such instrument within the aforesaid time period shall constitute a Default hereunder. As used herein the lessor of written request 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”. 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 TenantLandlord’s rights herein called “Successor Landlord”), then Tenant shall execute, have acknowledged attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease (without the need for further agreement) and shall promptly execute and deliver any reasonable 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 reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord shall have not (a) be liable for any previous act or omission of Landlord under this Lease, except to the right to cause this Lease to extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be and become and remain subject and subordinate to any and all Encumbrances which are now offset, not expressly provided for in this Lease; or may hereafter (c) be executed covering the Premises, or bound by any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions previous modification of this Lease to be observed and performed or by Tenant. Within ten 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 (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially its predecessor in conformance with the foregoinginterest). Notwithstanding anything to the contrary set forth in this paragraphLease, Tenant hereby attorns and agrees to attorn this Lease shall not be subject or subordinate to any entity purchasing ground or otherwise acquiring underlying lease or to any lien, mortgage, deed of trust, or security interest now or hereafter affecting the Property at Premises, nor shall Tenant be required to execute any sale documents subordinating this Lease, unless the ground lessor, lender, or other proceeding holder of the interest to which this Lease shall be subordinated contemporaneously executes a recognition and nondisturbance agreement which (i) provides that this Lease shall not be terminated so long as Tenant is not in default under this Lease and (ii) recognizes all of Tenant’s rights hereunder. Landlord represents and warrants that, as of the date of this Lease, there are no Superior Leases or pursuant Superior Mortgages or deeds of trust encumbering Landlord’s title to the exercise of any other rights, powers Premises or remedies under such Encumbrancethe Project.

Subordination. Landlord represents and warrants to Tenant that, as of the date hereof, there are no existing mortgages, deeds of trust, or superior leases encumbering or recorded against the Building or Project. This Lease is 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 ground and underlying leasesmortgage, mortgages and deeds of trust (collectively "Encumbrances") which may deed or other encumbrances now affect or hereafter in force against the Property Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereofto all advances made or hereafter to be made upon the security of such mortgages or trust deeds (collectively, the “Encumbrances”), unless the holders of such Encumbrances, or the lessors under such ground lease or underlying leases (collectively, the “Superior Holders”), require in writing that this Lease be superior thereto; provided, however, if the holder or holders that in consideration of any such Encumbrance ("Holder") shall require that and a condition precedent to Tenant’s agreement to subordinate this Lease to any future Encumbrances, shall be prior and superior thereto, within ten (10) days the receipt by Tenant of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all a commercially reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that requires such Superior Holder to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease after any applicable notice and cure period expressly set forth in this Lease (a “SNDAA”) executed by Landlord and the appropriate Superior Holder. Subject to Tenant’s receipt of an SNDAA, Tenant covenants and agrees in the event of termination of any such lease or upon proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the Holder 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 recognize agree to accept this Lease and be bound as Landlord hereunder, and shall further agree not to disturb Tenant's rights ’s occupancy, so long as Tenant shall not be in default under this Lease after any applicable notice and cure period expressly set forth in this Lease. Landlord’s interest herein may be assigned as long security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further commercially reasonable instruments or assurances as Tenant is not then in default and continues Landlord may reasonably deem necessary to pay evidence or confirm the Rent and observe and perform all the provisions subordination or superiority of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written requestany such mortgages, Tenant shall execute any and all documents required by Landlord trust deeds, ground leases or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceunderlying leases.

Subordination. This 13.1 Tenant agrees that this Lease is shall be subject and subordinate at all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Building Real Property or any portion thereof, (b) the lien of any mortgage or other security instrument (and any advances thereunder) that may now exist or hereafter be executed in any amount for which the Building Real Property or any portion thereof, any ground and leases or underlying leases, mortgages or Landlord's interest or estate therein is specified as security; and deeds of trust (collectively "Encumbrances"c) which may now affect the Property and to all modifications, renewals, modificationssupplements, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; provided, however, if that Tenant's occupancy of the holder Premises shall not be disturbed, except as otherwise provided herein. Notwithstanding the foregoing, Landlord shall have the right to subordinate or holders of cause to be subordinated to this Lease any such Encumbrance ("Holder") shall require that this Lease ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason or any mortgage or other security instrument is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to be prior and superior theretobecome 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, within ten (10) calendar days of written request of after demand by Landlord and in the form reasonably requested by Landlord and reasonably acceptable to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable additional documents evidencing the priority or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions subordination of this Lease with respect to be observed any such ground leases, underlying leases, mortgages, or other security instruments. Landlord will reasonably cooperate with Tenant in obtaining a subordination, nondisturbance and performed by Tenant. Within ten (10) days after attornment agreement in a form reasonably acceptable to Landlord, Tenant and Landlord's written requestlender, at Tenant's sole cost and expense, including without limitation, Tenant shall execute pay any and all documents fee required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as Landlord's lender in connection with obtaining such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceagreement.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Leased Premises and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder Lessor under any such lease or the holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Lessor that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord Lessor to TenantLessee, Tenant shall Lessee agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord Lessor or Holder deems such Lessor, holder or holders deem necessary or desirable for such purposespurposes thereof. Landlord Lessor shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, Leased Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, advances together with interest thereon and subject to all the terms and provisions thereof; and Lessee agrees, so long as Landlord obtains from within ten (10) days after the Holder Lessor's written request to execute, acknowledge and deliver upon request any and all documents and instruments requested by Lessor to assure the subordination of this Lease; provided, however, that the foregoing provisions with respect to such election of subordination by Lessor shall not be effective unless the owner or holder of any such Encumbrance mortgage, deed of trust or the Lessor under any such leasehold estate shall execute with Lessee a non-disturbance and attornment agreement under which provides that such owner, holder or Lessor shall agree to accept the attornment of Lessee upon the terms and conditions contained in this Lease for the then unexpired term hereof in the event of termination of any such lease leasehold estate or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant trust, if Lessee is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingdefault. Notwithstanding anything to the contrary set forth in this paragraph, Tenant Lessee hereby attorns and agrees to attorn to any entity person, firm or corporation purchasing or otherwise acquiring the Property Leased Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancemortgage or deeds of trust or ground or underlying leases as if such person, firm or corporation had been named as Lessor herein; it being intended hereby that Lessee's right to quiet possession of the Leased Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms.

Subordination. This Lease is subject and shall be automatically subordinate to any ground and underlying leasesall of Landlord’s mortgages, mortgages and deeds of trust (collectively "Encumbrances") trust, or ground leases which may now heretofore and hereafter affect the Property Premises, the Building or the Land, to any and all advances made or to be made thereunder, to the interest on the obligations secured thereby, and to all renewals, modifications, consolidations, replacements and or extensions thereof. This subordination shall be self operative, and no further instrument of subordination shall be necessary to effect such subordination; providednevertheless, howeverwithin fifteen (15) days after receiving a written request from Landlord, Tenant shall execute such additional instrument of subordination as may be required by Landlord (or its lenders or ground lessors) if such instrument of subordination contains a nondisturbance provision reasonably acceptable to Tenant which provides that so long as Tenant is not in default hereunder beyond any applicable cure period in this Lease, Tenant shall have continued enjoyment of the holder Premises free from any disturbance or holders interruption by reason of any foreclosure of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretodeed of trust, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents mortgage or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder exercise of any remedies by the lessor under any such Encumbrance a non-disturbance agreement which provides that in ground lease. In the event of termination of any such lease sale or upon the foreclosure of any such mortgage or deed of trust trust, or exercise of the Holder power of sale thereunder, or in the event of a transfer in lieu of foreclosure, or in the event a ground lessor acquires the Landlord’s interests in the Building, Tenant shall attorn to the purchaser (or transferee) of the Building at such foreclosure or sale and recognize Tenant's rights such purchaser (or transferee) as Landlord under this Lease as long as Tenant is not then in default if so requested by such purchaser (or transferee). Such attornment shall be self operative and continues no further instruments need be executed to pay the Rent and observe and perform all the provisions of effect such attornment. If any lender elects to have this Lease superior to be observed its mortgage or deed of trust and performed by gives notice of its election to Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make then this Lease subordinate shall thereupon become superior to any the lien of such mortgage or deed of trust, whether this Lease is dated or recorded before or after the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingmortgage or deed of trust. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.4210\002:08/06/09 -9- LEASE FORM TBARKE\XXXXXXX\LEASING ADVISORY

Subordination. This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Building, now or hereafter existing, and all amendments, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Premises or the Building and/or the leasehold estate under any such lease, unless such ground lease or ground lessor, or mortgage or mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage. Landlord will use its commercially reasonable efforts to obtain a standard subordination non-disturbance and underlying leasesattornment agreement from its current and all future lenders which will, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewalsamong other things, modifications, consolidations, replacements and extensions thereofprotect Tenant’s tenancy provided that Tenant is not in default hereunder; provided, however, if that the holder or holders of any such Encumbrance ("Holder") shall require that this Lease Landlord and Tenant agree to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged execute and deliver any and all reasonable documents or instruments that certain Non-Disturbance Agreement, wherein Chase is the mortgagee, the form of which Landlord or Holder deems necessary or desirable for such purposesis attached hereto as Exhibit “E” (the “SNDA”). Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of If any such mortgage or trust deed is foreclosed, or if any such lease is terminated, upon request of trust the Holder shall recognize Tenant's rights under this Lease mortgagee, holder or lessor, as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written requestcase may be, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything will attorn to the contrary purchaser at the foreclosure sale or to the lessor under such lease, as the case may be as set forth in this paragraphthe SNDA. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment (including the SNDA); provided, however, that Tenant hereby attorns agrees upon request by any such mortgagee, holder, lessor or purchaser at foreclosure, to execute and agrees deliver such subordination and/or attornment instruments as may be reasonably required by such person to attorn to any entity purchasing confirm such subordination and/or attornment, or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rightsdocuments required to evidence superiority of the ground lease or mortgage, powers should ground lessor or remedies under mortgage elect such Encumbrancesuperiority. Nothing contained herein shall allow the financial terms to be changed or increased or Tenant’s rights hereunder to be changed or diminished hereunder.

Subordination. This Provided that Tenant receives a non-disturbance agreement, this Lease is and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any ground first mortgage, now existing or hereafter created on or against the Project or the Premises, and underlying leasesall amendments, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof; provided, howeverwithout the necessity of any further instrument or act on the part of Tenant. Tenant agrees, if at the election of the holder or holders of any such Encumbrance ("Holder") shall require that this Lease mortgage, to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate attorn to any and all Encumbrances which are now or may hereafter be executed covering the Premisessuch holder, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance provided that Tenant receives a non-disturbance agreement which provides that in the event agreement. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of termination of attornment as shall be requested by any such holder, provided that Tenant receives a non-disturbance agreement. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, 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. Tenant shall not be obligated to subordinate the Lease or its interest therein to any future mortgage, deed of trust or ground lease or upon on the foreclosure Project unless concurrently with such subordination the holder of any such mortgage or deed of trust or the Holder shall recognize ground lessor under such ground lease agrees not to disturb Tenant's rights possession of the Premises under this the terms of the Lease as long as Tenant is not then in default and continues the event such holder or ground lessor acquires title to pay the Rent and observe and perform all the provisions Premises through foreclosure, deed in lieu of this Lease to be observed and performed by Tenantforeclosure or otherwise. Within ten (10) days after Landlord's written request, Tenant shall execute be solely responsible for any and all documents required fees or expenses charged by Landlord the holder of such mortgage or deed of trust in connection with the Holder to make this Lease subordinate to any lien granting of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceagreement.

Subordination. This Lease is or may become subject and subordinate to any ground and underlying leases, mortgages and mortgages, deeds of trust trust, easements, and CC&Rs (collectively collectively, "EncumbrancesENCUMBRANCES") which may now or hereafter affect the Property Premises, and to all renewals, amendments, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (collectively, "HolderHOLDER") shall require that this Lease to be prior and superior thereto, within ten fifteen (1015) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems reasonably necessary or desirable for such purposes. Subject to PARAGRAPH 27.C below, 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, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten fifteen (1015) days after Landlord's written request, Tenant shall execute any and all documents reasonably required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long (including, without limitation, subordination to all CC&Rs), including without limitation a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as EXHIBIT F ("SNDA"). Subject to PARAGRAPH 27.C below, if Tenant fails to do so, such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything failure shall constitute a default under this Lease, and it shall be deemed that this Lease is subordinated to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. This Lease is Sublease shall be subject and subordinate to ------------- the Prime Lease, the Full 64 Lease and the Xxxxxxxxx and to any ground and underlying leases, mortgages and land leases or deeds of trust (collectively "Encumbrances") to secure debt which may now or hereafter affect this Sublease, the Property Building, or the property upon which the Building sits and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and extensions thereofsuch deeds to secure debt; provided, however, if the holder or holders of any such Encumbrance ("Holder") present or future land lease or deed to secure debt, shall require that this Lease agree not to be prior and superior thereto, within ten (10) days of written request of Landlord disturb Subtenant as long as Subtenant is not in default hereunder. Subtenant agrees to Tenant, Tenant shall execute, have acknowledged execute and deliver such instruments as may be desired by the holder of a deed to secure debt or by any and all reasonable documents lessor under any such underlying land lease. Notwithstanding the foregoing, Sublandlord or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord any holder of a deed to secure debt 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 subordinate, in whole or may hereafter be executed covering the Premisesin part, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that underlying land leases or deeds to secure debt to this Sublease (but not in the event respect to priority of termination entitlement of any such lease insurance or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingcondemnation proceeds). Notwithstanding anything to the contrary set forth in this paragraphSublease, Tenant hereby attorns Subtenant, upon paying the Fixed Rent and agrees all Additional Rent and other charges herein provided for and performing all covenants and conditions of this Sublease, on its part to attorn to any entity purchasing be performed, shall quietly have and enjoy the Subpremises during the term of this Sublease, without hindrance or otherwise acquiring the Property at any sale molestation by Sublandlord or other proceeding or pursuant to the exercise of any other rightsperson claiming through Sublandlord, powers or remedies under such Encumbranceincluding, but not limited to Head Tenant and Geac.

Subordination. This Lease is subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such Encumbrance ("Holder") mortgage or deed of trust shall advise Landlord that they desire or require that this Lease to be prior and superior thereto, within ten (10) days of upon written request of Landlord to Tenant, Tenant shall agrees to promptly execute, have acknowledged acknowledge and deliver any and all reasonable documents or instruments which Landlord or Holder deems such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord agrees to use commercially reasonable efforts to obtain for Tenant a Subordination, Non-Disturbance and Attornment Agreement executed by any existing mortgagee or ground lessor of the Project, on such purposesmortgagee or ground lessor's standard form. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances ground or underlying leases, mortgages or deeds of trust which are now or may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, so long as however, that Landlord obtains from the Holder lender or other party in question a written undertaking in favor of any Tenant to the effect that such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease lender or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize other party will not disturb Tenant's rights right of possession under this Lease as long as Tenant if there is not then in default and continues an Event of Default under this Lease. Subject to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within foregoing, Tenant agrees, within ten (10) days after Landlord's written requestrequest therefor, Tenant shall execute to execute, acknowledge and deliver upon request any and all documents required or instruments requested by Landlord or necessary or proper to assure the Holder to make subordination of this Lease subordinate to any lien such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the Encumbrance so long as such documents contain non-disturbance provisions substantially event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraphlieu thereof, Tenant hereby attorns and agrees to attorn to the purchaser or any entity purchasing successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of the Tenant hereunder in the event of any sale or other foreclosure proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.sale. Initials: ------- -------

Subordination. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground and lease, development agreement, underlying leases, mortgages and deeds lease or other encumbrance affecting any part of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereofor any interest of Landlord therein which is now existing or hereafter executed or recorded ("Encumbrance"); provided, however, that such subordination shall only be effective if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or holders otherwise so long as no Event of Default has occurred under this Lease. Provided the conditions of the preceding sentence are satisfied, Tenant shall execute and deliver to Landlord, within fifteen (15) days after written request therefor by Landlord and in a form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such Encumbrance and the nondisturbance agreement by the holder of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request Encumbrance. If the interest of Landlord in the Property is transferred pursuant to Tenantor in lieu of proceedings for enforcement of any Encumbrance, Tenant shall executeimmediately and automatically attorn to the new owner, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be shall continue in full force and become effect as a direct lease between the transferee and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all Tenant on the terms and provisions thereofconditions set forth in this Lease, so long provided the holder of the Encumbrance or the transferee, as Landlord obtains from the Holder of any such Encumbrance applicable, has executed a non-disturbance agreement which provides for the benefit of Tenant, agreeing that in the event of termination of any such lease holder or upon transferee will recognize the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default leasehold created hereby and continues agree to pay the Rent and observe and perform all the provisions of this Lease obligations to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute the Landlord hereunder following any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything transfer to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancenew owner.

Subordination. This Lease is subject and subordinate to the lien of any ground and underlying leases, all mortgages (which term "mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) and ground or other underlying leases (collectively "Encumbrancesground leases") which may now or hereafter encumber or otherwise affect the Property Land or the Building, or Landlord's leasehold therein, and to any and all renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee, replacements trustee or ground lessee. Nevertheless, if requested by Landlord, Tenant shall promptly execute any certificate or other document specified by Landlord in confirmation of this subordination. Subject to Tenant's having ten (10) days to execute estoppel certificates pursuant to Section 31, Tenant hereby constitutes and extensions thereofappoints Landlord as Tenant's attorney-in-fact to execute any such certificate or document on behalf of Tenant if Tenant does not execute it within five (5) days after receiving it. Tenant agrees that, if any proceedings are brought for the foreclosure of any such mortgage, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, shall recognize the purchaser as the landlord under this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Tenant agrees that, if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the around lessor whereby the ground lessor succeeds to the interests of Landlord hereunder, Tenant, if requested to do so by the around lessor, shall attorn to the ground lessor, shall recognize the ground lessor as the landlord under this Lease, and shall make all payments required hereunder to such new landlord, without deduction or set-off provided that the purchaser, assignee, or other transferee assumes and agrees to carry out all the obligations of Landlord hereunder; provided, however, if that such ground lessor must agree to honor this Lease. Tenant agrees that neither the holder cancellation or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such around or underlying lease or upon shall in any way affect the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions validity of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien obligations of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns hereunder; and Tenant covenants and agrees to attorn to such landlord or to any entity purchasing successor to Landlord's interest in such ground or underlying lease, and in that event this Lease shall continue as a direct lease between the Tenant herein and such landlord or its successor; and, in any case, such landlord or successor under such ground or underlying lease shall not be bound by any prepayment on the part of Tenant of any rent for more than two months in advance so that rent shall be payable under this Lease in accordance with its terms, from the date of the termination of the ground or underlying lease, as if such prepayment had not been made. Tenant waives the provisions of any law or regulation. now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise acquiring adversely affect this Lease and the Property at obligations of Tenant hereunder in the event that any sale such foreclosure or termination or other similar proceeding is prosecuted or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancecompleted.

Subordination. This Subject to the terms of this Article 25, it is mutually agreed that this Lease is subject and Agreement shall be subordinate to any ground and underlying leasesall mortgages, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all including any renewals, modifications, consolidations, replacements and extensions thereof; providedthereof now or hereafter imposed on the Building by Landlord, however, if provided the holder or holders of mortgagee (“Mortgagee”) named in any such Encumbrance ("Holder") mortgage shall require that agree to recognize this Lease Agreement and not disturb Tenant’s rights hereunder in event of foreclosure so long as the Tenant is not in default under this Lease Agreement beyond the expiration of applicable notice and cure periods. As a condition to such subordination, it is a requirement that Landlord provide to Tenant, and Tenant and Landlord shall execute, a form of commercially reasonable subordination, attornment, and non-disturbance agreements from any Mortgagee and ground or underlying landlords having an interest in the Premises that have priority over this Lease Agreement, and cause such Mortgagee or other party to promptly thereafter execute the same. In the event Landlord's Mortgagee wishes to waive the subordination right set forth in this Article, then upon written notice to Tenant, this Lease shall be deemed prior and superior theretoin encumbrance to said mortgage. In confirmation of such subordination or priority, Tenant shall, within ten fifteen (1015) days of written request of Landlord to Tenant’s receipt thereof, Tenant shall execute, have acknowledged execute and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for commercially reasonably instruments, as required by Landlord's Mortgagee, provided such purposes. Landlord shall have instrument provides the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by TenantAgreement. Within ten (10) days after Landlord's written requestSubordination, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially and attornment agreements shall be in conformance with recordable form and may be recorded at Tenant’s election and expense. Landlord represents and warrants that as of the foregoing. Notwithstanding anything to date hereof, no mortgages, deeds of trust or similar liens or security interests or ground or other underlying superior leases affect the contrary set forth Building and/or the real estate of which the Building forms a part, except for the mortgage identified in this paragraphthe subordination, non-disturbance and attornment agreement which Landlord, Tenant hereby attorns and agrees Landlord’s mortgagee have executed of even date herewith. Tenant may, without the prior written consent of Landlord, subject its personal property, equipment and trade fixtures (other than those trade fixtures installed as part of Landlord’s Work) to attorn a security agreement to secure financing or other obligations which Tenant may obtain or incur from time to time. In addition, Landlord will agree to provide Tenant’s lender(s) with a reasonable opportunity, upon and subject to reasonable conditions, to enter upon the Premises for the purpose of removing any property of Tenant which has been pledged as collateral to Tenant’s lender(s) or which has been subjected to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancemortgage and/or security agreement.

Subordination. This Lease is subject and subordinate to all ground or underlying leases and to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances"first Mortgage(s) which may now or hereafter affect such leases, the Property Building, or the Land. If Tenant fails or refuses to execute and deliver any instrument or certificate required to all renewalsbe delivered by Tenant hereunder (including, modificationswithout limitation, consolidationsany instrument or certificate required under Article XXI or Section 25.4 hereof) within fifteen (15) business days, replacements then Tenant stipulates that if Tenant is notified in writing and extensions thereof; provided, however, if fails to respond in such fifteen (15) business days time-frame then such request shall be deemed to be approved and such documents as may have been required shall be deemed to have been approved. Landlord shall use its best efforts to aid Tenant in securing a non-disturbance agreement recognizing Tenant's rights under this Lease from the holder of each mortgage now or holders of any hereafter encumbering the Building and/or the land on such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, holder's reasonable standard form non-disturbance agreement within ten (10) days after the execution of written request this Lease. In the event of Landlord to Tenantany foreclosure sale under a Mortgage, if the Mortgagee so elects, after foreclosure, this Lease shall continue in full force and effect and Tenant shall execute, have acknowledged attorn to and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have recognize as its landlord the right to cause purchaser of Landlord's interest under this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance purchaser executes a non-disturbance agreement which provides that in the event of termination of any such lease or a form acceptable to Tenant. Tenant shall, upon the foreclosure request of a Mortgagee or Purchaser at foreclosure, execute and delivery any such mortgage or deed of trust instrument that has for its purpose and effect the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions subordination of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as any Mortgage, or Tenant's attornment to such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbrancePurchaser.

Subordination. This Lease is and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any ground first mortgage, now existing or hereafter created on or against the Project or any portion thereof or the Premises, and underlying leasesall amendments, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, howeverhowever that so long as there is no Default hereunder, if Tenant's right to possession of the Premises shall not be disturbed by the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior theretofirst mortgage. Tenant agrees, within ten (10) days at the election of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder holder of any such Encumbrance mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver a nonSubordination, Non-disturbance agreement which provides that and Attornment Agreement in the event form attached hereto as EXHIBIT H, or such other instruments, confirming such subordination and such instruments of termination of attornment as shall be requested by any such lease or upon the foreclosure of holder, provided any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents instruments contain appropriate non-disturbance provisions substantially in conformance with assuring Tenant's quiet enjoyment of the foregoing. Notwithstanding anything to the contrary Premises as set forth in this paragraph, Section 24 hereof. Tenant hereby attorns appoints Landlord attorney-in-fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and agrees deliver any such instrument and instruments for and in the name of Tenant and to attorn cause any such instrument to be recorded following Tenant's failure timely to do so as herein required. Notwithstanding the foregoing, any entity purchasing or otherwise acquiring the Property such holder may at any sale time subordinate its mortgage to this Lease, without Tenant's consent, 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 other proceeding or pursuant 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 exercise 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 rightsencumbrances, powers or remedies and any reference to the "HOLDER" of a mortgage shall be deemed to include the beneficiary under such Encumbrancea deed of trust.

Subordination. This Lease is subject Subordinated Creditor agrees to subordinate and does hereby subordinate payment by Borrower of all and any part of the Subordinated Debt to any ground the prior indefeasible payment in full, in cash, to Senior Creditor, its successors and underlying leasesassigns, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents of the Senior Debt. Subordinated Creditor hereby represents and warrants that the Subordinated Debt is presently and shall remain unsecured. Notwithstanding the foregoing, if Subordinated Creditor nonetheless becomes the holder of any lien or instruments which Landlord security interest in any of the Property of Borrower, such liens and security interests of Subordinated Creditor, whether now or Holder deems necessary hereafter arising howsoever existing, shall be and are hereby subordinated to the rights and interests of Senior Creditor in or desirable for to such purposesProperty. Landlord Except as may be expressly provided herein, Subordinated Creditor shall have the no right to cause this Lease possession of any portion of the Property or to be foreclose upon any portion of the Property, whether by judicial action or otherwise, unless and become and remain subject and subordinate until all of the Senior Debt shall have been indefeasibly paid in full, in cash. In furtherance, thereof, Subordinated Creditor agrees not to ask for, demand, sue for, take or receixx all or any part of the Subordinated Debt (other than Permitted Payments to the extent allowed under Section 7 hereof) or enforce Subordinated Creditor's rights to any security therefor, nor ask for, demand, take or receive any security therefor, unless and all Encumbrances which are now or may hereafter be executed covering until the PremisesSenior Debt shall have been indefeasibly paid in full in cash. For the avoidance of doubt, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary nothing set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing Section 2 shall impair or otherwise acquiring the Property at any sale or other proceeding or pursuant restrict Upfield's rights with respect to the exercise of any other rightsliens and security interests securing the Upfield Debt Documents, powers or remedies under such Encumbranceto the extent they are governed by the Intercreditor Agreement (as defined below).

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Building or the Project, to the CC&Rs and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, Tenant shall, within ten seven (107) days of after written request of Landlord to Tenantfrom Landlord, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Building or the Project or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, so long as Tenant is not in default, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. If Tenant fails to do so, it shall be deemed that this Lease is subordinated. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Building or the Project at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

Subordination. (a) This Lease is and shall be subject and subordinate to any all ground and or underlying leases, mortgages and deeds of trust (collectively "Encumbrances") leases which may now or hereafter affect the Land, the Building, the Complex or the Property and to all mortgages which may now or hereafter affect such leases, the Land, the Building, the Property or the Complex, and to all renewals, refinancings, modifications, consolidations, replacements and extensions thereofthereof (hereinafter called "Superior Instruments"); providedprovided that, howeveronly to the extent such Superior Instruments affect the Building, if the holder of such Superior Instruments shall have executed and delivered a non-disturbance and attornment agreement in commercially reasonable recordable form and which conforms substantially to the provisions of this Section 9.01 to the effect that so long as Tenant is not in default hereunder beyond any applicable notice and grace periods, (a) this Lease will not be terminated or holders cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such holder pursuant to such Superior Instrument or by Law, or by reason of any expiration, termination or surrender for any cause of any such Encumbrance lease constituting a Superior Instrument for any reason, and ("Holder"b) in such event the holder of such Superior Instrument shall require that recognize Tenant as the tenant under this Lease Lease. In the case of any Superior Instrument which affects the Parking Areas on the Property which are necessary for Landlord to satisfy its obligations to Tenant under Section 6.04, Landlord shall either cause Tenant's rights to use such Parking Areas in accordance with Section 6.04 to be prior superior to such Superior Instrument or obtain a non-disturbance and superior theretoattornment agreement from the holder of such Superior Instrument in commercially reasonable recordable form to the effect that so long as Tenant is not in default hereunder beyond applicable notice and grace periods Tenant's rights to use such Parking Areas in accordance with Section 6.04 will not be terminated or cut off. Notwithstanding anything contained in this Section 9.01 to the contrary, if said holder executes and delivers a non-disturbance and attornment agreement in the form herein required and Tenant either fails or refuses to execute and deliver such agreement within ten (10) days Business Days after delivery of written request of Landlord such agreement to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause then this Lease shall automatically and without further act be deemed to be and become and remain subject and subordinate to any such Superior Instrument and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance and attornment agreement which provides that shall then be deemed to be in the event of termination of any effect with respect to such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the Superior Instrument. The provisions of this Lease to paragraph (a) shall be observed self-operative and performed by Tenantno further instrument of subordination shall be required. Within ten (10) days after Landlord's written requestIn confirmation of such subordination, Tenant shall promptly execute and deliver at its own cost and expense any and all documents required by Landlord or instrument, in recordable form if required, that Landlord, the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise holder of any other rightsSuperior Instrument or any of their respective successors in interest may reasonably request to evidence such subordination, powers or remedies under within seven (7) Business Days after such Encumbrancerequest.

Subordination. This Lease is subject and subordinate to the lien of any ground and underlying leasesmortgage, mortgages and deeds or deed of trust (collectively "Encumbrances") encumbrance or encumbrances, which may now or hereafter affect the Property real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such The only mortgage or deed of trust currently encumbering such real property is held by Prudential Life Insurance Company of America ("Prudential"). Landlord agrees to use reasonable efforts to obtain a Subordination Non-Disturbance and Attornment Agreement from Prudential within thirty (30) days of the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenantdate hereof. Within ten (10) business days after request by Landlord, the Tenant will execute such instruments in recordable form as may reasonably be requested by Landlord to evidence the subordination of this Lease to any present or future mortgage or deed of trust encumbrance affecting the Building. Notwithstanding the foregoing, the subordination under the terms of this Section 22 to a new deed of trust or mortgage shall be subject to the holder of record of any existing or future mortgages or deeds of trust, entering into an agreement with Tenant, in substance reasonably satisfactory to Tenant and the holder, by the terms of which such holder will agree to (a) recognize the rights of Tenant under this Lease, (b) perform Landlord's written requestobligations hereunder arising after the date of such holder's acquisition of title to the Property, and (c) not disturb Tenant's possession of the Premises and to accept Tenant shall execute any as tenant under the terms and all documents required by Landlord or the Holder to make conditions of this Lease subordinate in the event of acquisition of title by such holder through foreclosure proceedings or otherwise, and Tenant will agree to any lien recognize the holder of such mortgage as landlord in such event, which agreement shall be made expressly to bind and enure to the benefit of the Encumbrance so long as successors and assigns of Tenant and of such documents contain non-disturbance provisions substantially in conformance with holder, and upon anyone purchasing the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Building at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceforeclosure sale.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance.

Subordination. This Lease is subject and subordinate to all ground or underlying leases and to any ground and underlying leases, mortgages and deeds of trust (collectively "Encumbrances"Mortgage(s) which may now or hereafter affect such leases or the Property Land and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that this subordination shall be operative only if the holder ground lessor or holders Mortgagee executes a non-disturbance agreement in favor of any such Encumbrance ("Holder") Tenant, which may be on the ground lessor's or Mortgagee's standard form as long as this form includes a provision that ground lessor, Mortgagee or a purchaser at a foreclosure sale shall require that recognize this Lease as long as there is no Event of Default (the "Non-Disturbance Agreement"). Subject to be prior and superior thereto, within ten (10) days receipt of written request of Landlord to Tenanta Non-Disturbance Agreement, Tenant shall execute, have acknowledged and deliver execute promptly any and all reasonable documents or instruments which instrument confirming such subordination that Landlord or Holder deems necessary any ground lessor or desirable for such purposesMortgagee may request by notice to Tenant. Landlord Notwithstanding the foregoing, before a proceeding to terminate a ground lease or a foreclosure sale under a Mortgage, the ground lessor or Mortgagee shall have the right to cause subordinate the ground lease or Mortgage to this Lease, in which case, in the event of a termination of the ground lease or a foreclosure under the Mortgage, this Lease shall continue in full force and effect and Tenant shall attorn to be and become recognize as its landlord the ground lessor or the purchaser of Landlord's interest under this Lease, as case may be. Tenant shall, upon the request of a purchaser at foreclosure, execute, acknowledge and remain subject deliver any instrument that has for its purpose and subordinate effect Tenant's attornment to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any purchaser provided that such Encumbrance instrument contains a customary non-disturbance agreement in favor of Tenant, which provides shall include a provision that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall purchaser agrees to recognize Tenant's rights under this Lease as long as Tenant there is not then in default and continues to pay the Rent and observe and perform all the provisions no Event of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceDefault.

Subordination. This Lease is subject and subordinate to the lien of all and any ground mortgages (which term "mortgages" shall include both construction and underlying leases, mortgages permanent financing and shall include deeds of trust (collectively "Encumbrances"and similar security instruments) which may now or hereafter encumber or otherwise affect the Property real estate (including the Building) of which the Demised Premises is a part, and to all and any renewals, extensions, modifications, consolidations, replacements recastings or refinancings thereof. This subordination provision is self-operative and extensions thereofno further instrument is required to effect it; provided, however, if in confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute any requisite or appropriate certificate or other document, including without limitation, a Subordination, Non-Disturbance and Attornment Agreement materially and substantially in the holder or holders form attached hereto as Exhibit F, it being understood and agreed that such Subordination, Non-Disturbance and Attornment Agreement will, in fact, be executed by Lessor's permanent lender and Lessee in connection with the closing on Lessor's initial permanent financing. Lessee agrees that in the event that any proceedings are brought for the foreclosure of any such Encumbrance ("Holder") mortgage, Lessee shall require that attorn to the purchaser at such foreclosure sale, if requested to do so by such purchaser. Lessee shall also recognize such purchaser as the Lessor under this Lease. Lessee waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right to terminate or otherwise adversely affect this Lease to be prior and superior thereto, within ten (10) days the obligations of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver Lessee hereunder in the event that any and all reasonable documents such foreclosure proceeding is prosecuted or instruments which Landlord or Holder deems necessary or desirable for such purposescompleted. Landlord shall have Lessee's obligations under this paragraph are conditioned upon the right to cause purchaser at a foreclosure sale recognizing this Lease and assuming the obligations of Lessor hereunder. In the event Lessee shall not have been required to be execute a Subordination, Non-Disturbance and become and remain subject and subordinate Attornment Agreement as provided in the first paragraph of this Section 24 in connection with the closing on any financing subsequent to any and all Encumbrances which are now or may hereafter be executed covering the PremisesLessor's initial permanent financing, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or then Lessor will use its good faith efforts 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, so long as Landlord obtains from the Holder of any such Encumbrance obtain a non-disturbance agreement which provides that in favor of Lessee, in the event of termination of mortgagee's customary form, from any mortgagee holding any such lease or upon mortgage, but the foreclosure of any such mortgage or deed of trust failure to obtain the Holder same shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay no way affect the Rent and observe and perform all the provisions continued validity of this Lease to be observed and performed by Tenantin any way whatsoever. Within Lessor represents that the permanent lender's commitment for Lessor's initial permanent financing provides for a loan term of ten (10) days after Landlord's written requestyears, Tenant shall execute and Lessor has no current intention of refinancing the initial permanent financing prior to the expiration of its said term. If the Building, the Demised Premises or any part respectively thereof is at any time subject to a mortgage or a deed of trust or other similar instrument, and all documents required by Landlord this Lease or the Holder rents are assigned to such mortgagee, trustee or beneficiary, and the Lessee is given written notice thereof, including the post office address of such assignee, then Lessee shall not terminate this Lease for any default on the part of Lessor without first giving written notice by certified or registered mail, return receipt requested, to such Assignee, Attention: Mortgage Loan Department. The notice shall specify the default in reasonable detail, and afford such assignee a reasonable opportunity to make this Lease subordinate to any lien performance, at its election, for and on behalf of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceLessor.

Subordination. This Tenant agrees and covenants that the Lease is subject and the rights of the Tenant thereunder, all of Tenant's right, title and interest in and to the property covered by the Lease, and any lease thereafter executed by Tenant covering any part of the Property, are and shall be subordinate and inferior to (a) the Mortgage and the rights of Mortgagee thereunder, and all right, title and interest of Mortgagee in the Property, and (b) all other security documents now or hereafter securing payment of any ground and underlying leases, mortgages and deeds indebtedness of trust the Landlord (collectively "Encumbrances"or any prior landlord) to Mortgagee which may now cover or affect the Property (the "Security Documents"). This Agreement is not intended and shall not be construed to all renewalssubordinate the Lease to any mortgage, modificationsdeed to secure debt or other security document other than those referred to in the preceding sentence, consolidationssecuring the indebtedness to Mortgagee. Without limitation of any other provision hereof, replacements Mortgagee may, at its option and extensions thereofwithout joinxx xx further consent of Tenant, Landlord, or anyone else, at any time after the date hereof subordinate the lien of the Mortgage (or any other lien or security interest held by Mortgagee which covers or affects the Property) to the Lease by executing an instrument which is intended for that purpose and which specifies such subordination; providedand, however, if in the holder or holders event of any such Encumbrance election by Mortgagee to subordinate, Tenant will execute any documents required to evidence such subordination; provided however, notwithstanding that the Lease may by unilateral subordination by Mortgagee hereafter be made superior to the lien of the Mortgage, the provisions of the Mortgage relative to the rights of the Mortgagee with respect to proceeds arising from an eminent domain taking ("Holder"including a voluntary conveyance by Landlord) and/or insurance payable by reason of damage to or destruction of the Premises shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant and shall execute, have acknowledged and deliver control over any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and contrary provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceLease.

Subordination. This Lease is and Tenant’s rights under this Lease are subject and subordinate to any ground and lease or underlying leaseslease, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Property and to all mortgage or other lien encumbrance or indenture, together with any renewals, extensions, modifications, consolidations, consolidations and replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance of them (each a "HolderSuperior Lien") shall require ), that now or at any subsequent time affects the Unit, the Apartment or the Complex or any interest of Landlord in the Unit, the Apartment or the Complex or Landlord’s interest in the Lease (except to the extent the recorded instrument evidencing the Superior Lien expressly provides that this Lease is superior to the Superior Lien). This provision will be prior self-operative and superior thereto, within ten (10) days no further instrument of written request of Landlord subordination will be required in order to Tenanteffect it. Nevertheless, Tenant shall executeexecute and deliver upon demand by Landlord such further instruments requested by Landlord or any ground lessor, have acknowledged underlying lessor, mortgagee or holder of any instrument described in this paragraph to confirm or effect such subordination, and hereby unequivocally appoints Landlord as the true and lawful attorney-in-fact of Tenant to execute and deliver any and all reasonable documents such instrument or instruments which for and in the name of Tenant. Tenant also agrees to sign (if accurate) a written acknowledgment to any third party designated by Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause that this Lease to be is in effect, that Landlord is performing Landlord’s obligations under this Lease and become and remain subject and subordinate to that Tenant has no present claim against Landlord. Foreclosure of any and all Encumbrances which are now or may hereafter be executed covering the Premises, mortgage or any renewalssale or other transfer of the Complex will not constitute a constructive eviction and, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination such action, Tenant will continue to pay Rent and Additional Rent and perform its obligations under this Lease. Upon any foreclosure or sale, provided that Landlord has given Tenant written notice of any such lease or upon the foreclosure name and address of any such mortgage or deed of trust the Holder shall recognize Tenant's rights new owner, Landlord will be released from all obligations under this Lease as long as Tenant is not then in default and continues to pay that accrue after the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien date of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything foreclosure or sale and Tenant will look solely to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring then-current owner for the Property at any sale or other proceeding or pursuant to the exercise performance of any other rights, powers or remedies under such EncumbranceLandlord’s duties hereunder.

Subordination. This Lease is and shall automatically be subject and subordinate to any ground and underlying leases, all mortgages and deeds of trust (collectively "Encumbrances"collectively, “Encumbrance”) which may now or hereafter affect the Property Premises, to the CC&R’s and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, (i) if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten (10) days of then, upon written request of Landlord notice from Holder to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease shall be automatically prior and superior to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount lien of all advances made or to be made thereunder and such Encumbrance without regard to the time or character sequence of recordation, and (ii) such advances, together with interest thereon and subordination is subject to all the terms and provisions thereof, so long as Landlord obtains from the requirement that such Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize agree not to disturb Tenant's ’s rights under this Lease as Lease, so long as Tenant is not then in default and continues to pay the Rent and observe and perform all Default under the provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's Landlord or Holder’s written request, Tenant shall execute any and all documents required requested by Landlord or the Holder further to make effectuate and evidence such subordination of this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with or to evidence the foregoingHolder’s election that this Lease be prior and senior to the Encumbrance. Notwithstanding anything to the contrary set forth in this paragraphParagraph, Tenant hereby attorns and agrees to attorn to the Holder and any entity person purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance, which obligation to attorn shall survive any foreclosure of any Encumbrance; and Tenant agrees within ten (10) days after request of Holder or any such other person to execute an attornment agreement recognizing Holder or such other person as Landlord under this Lease and acknowledging that this Lease is and shall remain in full force and effect and binding upon Tenant notwithstanding any foreclosure of such Encumbrance.

Subordination. 21.1 This Lease is subject and subordinate to any ground the lien, provisions, operation and underlying leaseseffect of all mortgages, mortgages and deeds of trust (collectively "Encumbrances") trust, ground leases or other security instruments which may now affect or hereafter encumber the Property Building or the Land (collectively, “Mortgages”), to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, consolidationsrecastings or refinancings thereof. The holder of any Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, replacements provisions, operation and extensions effect of such Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such holder in confirmation thereof. Notwithstanding the foregoing, (a) Landlord shall obtain from the holder of the existing Mortgage which encumbers the Building and Land a non-disturbance agreement for the benefit of tenant in such holder’s usual form and (b) with respect to any future Mortgage on the Building, the Land or both, if (i) at the time that any such Mortgage is placed Tenant is then paying all of its obligations to its creditors on a timely basis as such obligations become due, and (ii) there shall then be no default existing under this Lease then, in such event, Landlord shall use commercially reasonable efforts to obtain from the holder of such future Mortgage a non-disturbance agreement for the benefit of Tenant in such holder’s usual form; provided, however, if the holder or holders of any such Encumbrance that in each case ("Holder"A) shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and pay all reasonable documents or instruments which costs incurred by Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering imposed by such holder of a Mortgage with respect to such non-disturbance agreement, (B) in the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as event that Landlord obtains from the Holder of any such Encumbrance does not obtain a non-disturbance agreement which provides it is obligated to obtain pursuant to clause (a) of this Section 21.1, then Tenant’s sole remedy shall be that this Lease shall not be subject and subordinate to the lien of the Mortgage and Landlord shall have no liability to Tenant on account of Landlord’s failure to obtain a non-disturbance agreement, and (C) in the event that Landlord does not obtain a non-disturbance agreement which it is obligated to use commercially reasonable efforts to obtain pursuant to clause (b) of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this sentence, then this Lease as long as Tenant is not then in default shall remain subject and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any the lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such EncumbranceMortgage.

Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize Tenant's ’s rights under this Lease as long as Tenant is not then in default and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's ’s written requestrequest and delivery to Tenant of a nondisturbance agreement executed by lender, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so long as subordinated to such documents contain non-disturbance provisions substantially in conformance with the foregoingEncumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance.

Subordination. This Landlord represents to Tenant that the Premises will be unencumbered by a real estate loan as of the Effective Date. Landlord shall cause any future lender to furnish to Tenant, within sixty (60) days of the date of both parties’ execution of this Lease, or placement of a lien by lender on the property, as applicable, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in the Premises. Subject to the above, this Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively "“Encumbrances"”) which may now affect the Property Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("“Holder"”) shall require that this Lease to be prior and superior thereto, within ten seven (107) days of after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the trust, Holder shall agrees to recognize and not disturb Tenant's ’s rights under this Lease as long as Tenant is not then in default (beyond applicable cure periods) and continues to pay the Base Monthly Rent and observe additional rent and perform observes and performs all the required provisions of this Lease to be observed and performed by TenantLease. Within ten (10) days after Landlord's ’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially provide for (i) recognition by the Holder of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure on the Encumbrance.If Tenant fails to do so, then in conformance with the foregoingaddition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary set forth in this paragraphSection, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbranceencumbrance.

Subordination. This Lease is subject and subordinate In the event that, for any reason whatsoever, the Company now or hereafter becomes indebted or obligated to any ground of the other Guarantors in any manner, the Guarantors agree that (a) the amount of such obligation, interest thereon if any, and underlying leasesall other amounts due with respect thereto (collectively, mortgages “Intercompany Obligations”), shall, at all times during the existence of an Event of Default, be subordinate as to time of payment and deeds of trust (collectively "Encumbrances") which may now affect the Property and in all other respects to all renewals, modifications, consolidations, replacements and extensions thereofthe Guarantied Obligations; provided, provided however, if that, to the holder extent such Intercompany Obligations are also governed by provisions under the “Subsidiary Guarantee Agreement” or “Indemnity, Subrogation and Contribution Agreement” (each, used in this paragraph as defined in the Revolving Credit Agreement) they shall be deemed to be excluded from this clause (a) to the extent necessary to avoid characterization of this clause as a prohibited Lien under the terms of the Revolving Credit Agreement (but only to the extent not otherwise permitted thereunder), and (b) the Guarantors shall not be entitled to enforce or receive payment thereof until all sums then due and owing to the holders of the Notes in respect of the Guarantied Obligations shall have been fully, finally and indefeasibly paid in full in cash, except that the Guarantors may enforce (and shall enforce, at the request of the Required Holders, and at the Guarantors’ expense) any obligations in respect of any such Encumbrance ("Holder") shall require that this Lease to be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard obligation owing to the time or character of such advances, together with interest thereon and subject to all Guarantors from the terms and provisions thereof, Company so long as Landlord obtains all proceeds in respect of any recovery of from such enforcement shall be held by the Holder Guarantors for its senior lenders as their interests may appear, to be paid thereto as promptly as reasonably possible. If any other payment, other than pursuant to the immediately preceding sentence, shall have been made to the Guarantors by the Company in respect of any such Encumbrance a non-disturbance agreement which provides obligation during any time that in an Event of Default exists and there are Guarantied Obligations outstanding, the event of termination of any Guarantors shall hold all such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease payments for its senior lenders as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease aforesaid, to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long paid thereto as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrancepromptly as reasonably possible.