Common use of Subordination Clause in Contracts

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

Subordination. At This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the option Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased 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 Agreement 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, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of its mortgagees/deed any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of trust beneficiariesthe dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds upon the express condition that the validity of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or Tenant’s quiet enjoyment shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the Premises disturbed execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the event Leased Property to any such Facility Mortgage, in confirmation or furtherance of termination or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such 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 Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such ground Facility Mortgage, Tenant shall fail or underlying lease, refuse or the foreclosure of shall have not executed any such mortgage further instrument or deed agreement of trustsubordination, for whatever reason, Tenant shall be in breach and default of its obligation to which do so and of this Lease has been subordinated Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Section. In the event of a termination Agreement or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required otherwise provided by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionlaw.

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

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

Subordination. At Subject to the option payment in full of Landlord or any all Senior Indebtedness of its mortgagees/deed the Company, the rights of trust beneficiaries, this Lease the Holders of the Notes shall be either superior subrogated to the rights of the holders of such Senior Indebtedness to receive payments or subordinate distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article VI, and no payment over pursuant to the provisions of this Article VI, to or for the benefit of the holders of such Senior Indebtedness by Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the Holders of the Notes, be deemed to be a payment by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article VI are and are intended solely for the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of Senior Indebtedness of the Company on the other hand. Nothing contained in this Article VI or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Holders of the Notes the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all ground or underlying leasesremedies otherwise permitted by applicable law upon default under the Indenture, mortgages and deeds of trustsubject to the rights, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment Article VI of the Premises disturbed holders of such Senior Indebtedness in respect of cash, property or securities of the event of termination Company received upon the exercise of any such ground remedy. Upon any payment or underlying leasedistribution of assets of the Company referred to in this Article VI, the Trustee, subject to the provisions of Section 8.01 of the Indenture, and the Holders of the Notes, shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the foreclosure of any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such mortgage payment or deed of trustdistribution, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn delivered to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease Trustee or to the lien Holders of any mortgage the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness of the Company the amount thereof or deed of trust; providedpayable thereon, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust amount facts pertinent thereto or to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionArticle VI.

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

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

Subordination. At (a) Anything contained in this Note to the option of Landlord or any of its mortgagees/deed of trust beneficiariescontrary notwithstanding, the indebtedness evidenced by this Lease Note shall be either superior or subordinate and junior, to the extent set forth in the following paragraphs (A), (B), (C) and (D), to all ground or underlying leasesSenior Indebtedness of the Borrowers. "Senior Indebtedness" shall mean the principal of, mortgages and deeds of trustpremium, if any, which may hereafter affect and interest (including any interest accruing subsequent to the Buildingfiling of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law and including any loans made to any Borrower as a debtor in possession in any bankruptcy proceeding by any persons who were the holders of any Senior Indebtedness on the date such bankruptcy proceeding was commenced) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of any Borrower, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, except for all indebtedness of any Borrower due to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment Cerplex SAS. Without limiting the generality of the Premises disturbed foregoing, Senior Indebtedness shall include all Obligations (under and as defined in the Loan Agreement), including, without limitation, any obligations of any of the Borrowers under any guaranties in favor of the Senior Lender (as hereinafter defined); notwithstanding the foregoing, Senior Indebtedness shall include only such Obligations until such time as the same are paid in full in cash and all obligations to provide financial accommodations under the Loan Agreement have terminated. For purposes of this Note, "Loan Agreement" shall mean the Loan and Security Agreement, dated as of April 30, 1998, as amended or otherwise modified, among the Borrowers, the other borrowers named therein and Greyrock Business Credit, a Division of NationsCredit Commercial Corporation (the "Senior Lender"), together with any agreement entered into in connection with the restatement, renewal, extension, restructuring, refunding or refinancing of the obligations under such loan agreement. Notwithstanding anything herein to the contrary (and without limiting any of the other provisions hereof), notwithstanding any default or event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn default with respect to the successor-in-interest subordinated debt evidenced by this Note, the holder of this Note will take no action to Landlord upon accelerate or enforce this Note or any rights or remedies relating thereto against the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary Borrowers (including without limitation the commencement of, or joining in, any subordination, nondisturbance and attornment agreement in involuntary bankruptcy petition or similar judicial proceeding against the form customarily required Borrowers) until the expiration of six months after written notice of default is given by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or holder to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSenior Lender.

Subordination. At the option of Landlord (a) This Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of its mortgagees/deed the Project or any interest therein. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of trust beneficiaries, this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not result in default a material increase in Tenant’s obligations under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed a material reduction in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, benefits available to which this Lease has been subordinated pursuant to this SectionTenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or foreclosureexpiration of a Superior Lease, Tenant Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become a the tenant of and attorn such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to the successor-in-interest to Landlord upon the same terms and conditions as are contained those in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure Successor Landlord shall not be responsible (i) liable for any act act, omission or omission default of a any prior landlordlandlord (including, shall not be subject to any offsets or defenses Tenant may have against a prior landlordwithout limitation, and shall not be Landlord); (ii) liable for the return of any security moneys paid to or on deposit not actually recovered by with any prior landlord (including, without limitation, Landlord), except to the extent such purchaser moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any rent Rent which Tenant might have paid in advance of for more than the calendar current month in which the transfer of title occurred; provided that the foregoing shall not release the applicable to any prior landlord from (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any liability covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgment, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionherein, but no such instrument shall be necessary to make such attornment effective.

Subordination. At If the option of Landlord Borrower or any of its mortgagees/deed of trust beneficiariesother Loan Party is now or hereafter becomes indebted to one or more Guarantors including with respect to any Permitted Intercompany Mortgage (such indebtedness and all interest thereon and other obligations with respect thereto being referred to as “Affiliated Debt”), this Lease then such Affiliated Debt shall be either superior subordinate in all respects to the full payment and performance of the Obligations, and no Guarantor shall be entitled to enforce or subordinate receive payment with respect to all ground any Affiliated Debt until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or underlying leasesbeen terminated; provided that, mortgages so long as no Event of Default has occurred and is continuing, a Guarantor may receive payments with respect to any Affiliated Debt including the payment in full of same. Each Guarantor agrees that any Liens, mortgages, deeds of trust, if anysecurity interests, which may hereafter affect judgment liens, charges or other encumbrances upon the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated Borrower’s or Tenantany other Loan Party’s quiet enjoyment assets securing the payment of the Premises disturbed in Affiliated Debt shall be and remain subordinate and inferior to any Liens, security interests, judgment liens, charges or other encumbrances upon the event Borrower’s or any other Loan Party’s assets securing the payment and performance of termination the Obligations. If an Event of Default exists, then, without the prior written consent of the Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any such ground nature against the Borrower or underlying lease, any other Loan Party to collect the Affiliated Debt (other than demand payment therefor) or the foreclosure of enforce any such mortgage Liens, security interests, judgment liens, charges or deed of trust, to which this Lease has been subordinated pursuant to this Sectionother encumbrances. In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving the Borrower or any applicable Loan Party as a termination debtor, the Administrative Agent has the right and authority, either in its own name or foreclosure, Tenant shall become a tenant of and attorn to the successoras attorney-in-interest fact for any applicable Guarantor, to Landlord file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be payable upon the same terms Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and conditions as are contained in this Leasedividends to the Administrative Agent, and shall promptly irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact (which appointment is coupled with an interest) with authority to make and file in the name of such Guarantor any proof of debt, amendment of proof of debt, claim, petition or other document in such proceedings and to receive payment of any sums becoming distributable on account of the Affiliated Debt, and to execute any instrument reasonably required by Landlord’s successor such other documents and to give acquittances therefor and to do and perform all such other acts and things for that purpose. Tenant shall also, within ten (10) days following written request and on behalf of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments such Guarantor as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement reasonably necessary in the form customarily required by such beneficiary) opinion of the Administrative Agent in order to subordinate this Lease and have the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that Affiliated Debt allowed in any such beneficiary mayproceeding and to receive payments, by written notice to Tenant given at any time, subordinate the lien distributions or dividends of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance on account of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionAffiliated Debt.

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

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or Tenant hereunder are subject and subordinate to all ground or underlying leases, mortgages and deeds any deed of trust, if any, mortgage or other instrument of security which does now or may hereafter affect cover the BuildingBuilding and the Land or any interest of Landlord therein, and to any [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any of such deed of trust, that so long as mortgage or instrument of security. This provision is hereby declared by Landlord and Tenant is not in default under to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, this Lease shall not be terminated however, upon demand at any time or Tenant’s quiet enjoyment of the Premises disturbed times execute, acknowledge and deliver to Landlord any and all instruments and certificates that, in the event judgment of termination Landlord, may be necessary or proper to confirm or evidence such subordination. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any time, before or after the institution of any such ground or underlying lease, or proceedings for the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated mortgage or other instrument of security, or sale of the Building pursuant to this Section. In any such deed of trust, mortgage or other instrument of security or voluntary sale, to attorn to the event of a termination or foreclosure, Tenant shall become a tenant of purchaser upon any such sale and to recognize and attorn to the successor-in-interest to such purchaser as Landlord upon the same terms and conditions as are contained in under this Lease, and shall promptly execute any instrument reasonably required by provided such purchaser performs all of Landlord’s successor for that purposeobligations under the Lease and agrees not to disturb Tenant’s possession of the Premises. Tenant Landlord shall alsouse reasonable efforts to obtain, within ten (10) sixty days following written request after the Lease Execution Date, a commercially reasonable nondisturbance agreement for the benefit of Landlord (or Tenant from the beneficiary under any deed of trust encumbering trust, mortgage or other security interest (“Mortgagee”) covering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease Complex. Tenant’s subordination to any ground or underlying lease or to the lien future Mortgagee is conditioned upon Tenant receiving a commercially reasonable form of any mortgage or deed of trust; provided, however, that any nondisturbance agreement from such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionMortgagee.

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

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter affect the Buildingproperty or the Project, and to including all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default however, if the lessor under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure holder or holders of any such mortgage or deed of trust, to which trust shall advise Landlord that they desire or require this Lease has been subordinated pursuant to this Section. In the event be prior and superior thereto, upon written request of a termination or foreclosureLandlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become a tenant and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and attorn without regard to the successor-in-time or character of such advances, together with interest thereon and subject to Landlord upon all the same terms and conditions as are contained provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoagrees, within ten (10) days following after Landlord’s written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)therefor, execute to execute, acknowledge and deliver upon request any and all documents or instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in necessary or proper to assure the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination of Tenant under this Lease to any ground such mortgages, deed of trust, or underlying lease or to leasehold estates. Tenant agrees that in the lien event any proceedings are brought for the foreclosure of any mortgage or deed of trust; providedtrust or any deed in lieu thereof, however, that to attorn to the purchaser or any successors thereto upon any such beneficiary mayforeclosure 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, by written notice 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 given at agrees to provide copies of any time, subordinate the lien notices of its Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to this LeaseTenant 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 shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for waives the return provisions of any security deposit not actually recovered by such purchaser current or bound by future statute, rule or law which may give or purport to give Tenant any rent paid in advance right or election to terminate or otherwise adversely affect this Lease and the obligations of the calendar month Tenant hereunder in which the transfer event of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure proceeding or sale.

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

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

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter affect the Buildingproperty or the Project, and to including all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default however, if the lessor under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure holder or holders of any such mortgage or deed of trust, to which trust shall advise Landlord that they desire or require this Lease has been subordinated pursuant to this Section. In the event be prior and superior thereto, upon written request of a termination or foreclosureLandlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and I all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become a tenant and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and attorn without regard to the successor-in-time or character of such advances, together with interest thereon and subject to Landlord upon all the same terms and conditions as are contained provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoagrees, within ten (10) days following after Landlord’s written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)therefor, execute to execute, acknowledge and deliver upon request any and all documents or instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in necessary or proper to assure the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination of Tenant under this Lease to any ground such mortgages, deed of trust, or underlying lease or to leasehold estates. Tenant agrees that in the lien event any proceedings are brought for the foreclosure of any mortgage or deed of trust; providedtrust or any deed in lieu thereof, however, that to attorn to the purchaser or any successors thereto upon any such beneficiary mayforeclosure 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, by written notice 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 given at agrees to provide copies of any time, subordinate the lien notices of its Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to this LeaseTenant 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 shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for waives the return provisions of any security deposit not actually recovered by such purchaser current or bound by future statute, rule or law which may give or purport to give Tenant any rent paid in advance right or election to terminate or otherwise adversely affect this Lease and the obligations of the calendar month Tenant hereunder in which the transfer event of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure proceeding or sale.

Subordination. At the option The rights and interests of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant under this Lease and in and to the Premises shall be either superior or subject and subordinate to all ground easements and recorded restrictions, covenants, and agreements pertaining to the Project, or underlying leasesany part thereof, mortgages and to all deeds of trust, if anymortgages, which may hereafter affect the Building, 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; providedhowever, 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 so long 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 under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustDefault; provided, however, that any Landlord shall have no liability if Landlord’s Mortgagee does not agree to provide such beneficiary may, by written notice a non-disturbance agreement notwithstanding Landlord’s commercially reasonable efforts to Tenant given at any time, subordinate secure the lien of its deed of trust to this Leasesame. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act charges, fees or omission costs assessed by any Landlord’s Mortgagee in providing any non-disturbance agreement. “Commercially reasonable efforts” of a prior landlord, Landlord shall not be subject require Landlord to incur any offsets cost, expense or defenses Tenant may have against liability to obtain such a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorsnon-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondisturbance agreement.

Subordination. At (a) Without the option necessity of Landlord or any additional document being executed by Tenant for the purpose of its mortgagees/deed of trust beneficiarieseffecting a subordination, this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, land, ground leases or underlying leases, mortgages and deeds or Landlord’s interest or estate in any of trustsaid items, if anyis specified as security. Notwithstanding the foregoing, which may hereafter affect Landlord shall have the Building, and right to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not subordinate or cause to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of subordinated any such ground leases or underlying leaseleases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver upon demand by Landlord any additional documents, in commercially reasonably form, evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the foreclosure lien of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoexecute, deliver and record any such documents within ten twenty (1020) days following after Landlord’s written request, provided such documents are reasonably acceptable to Tenant. Upon written request of by Tenant, Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time shall use commercially reasonable efforts to time by Landlord or such beneficiary (including without limitation any obtain a subordination, nondisturbance non-disturbance and attornment agreement from Landlord’s then-current mortgagee on such mortgagee’s then-standard form of agreement. As used in the form customarily required by this Paragraph 15, “Commercially Reasonable Efforts” of Landlord shall not require Landlord to incur any cost, expense, or liability to obtain such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedagreement, however, it being agreed that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act fee or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for review costs charged by the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsmortgagee. Tenant acknowledges that Landlord’s mortgagees failure to obtain a subordination, non-disturbance and successors-in-interest attornment agreement for Tenant shall have no effect upon the rights, obligations and all beneficiaries under deeds liabilities of trust encumbering the Building are intended third party beneficiaries of this SectionLandlord and Tenant or be considered a default by Landlord hereunder.

Subordination. At (a) Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement (“SNDA”) from its lender, in the option form of Landlord or any of its mortgagees/deed of trust beneficiariesExhibit F attached hereto. Notwithstanding the foregoing, this Lease shall be either superior or is subject and subordinate to all present and future ground or underlying leasesleases of the Project and to the lien of any mortgages or trust deeds, mortgages now or hereafter in force against the Project and deeds of trustthe Building, if any, which may hereafter affect the Building, and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof; providedto all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, to attorn so long as Tenant is not in default has been offered a commercially reasonable SNDA on such entity’s standard form, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale if so requested to do so by such party, and to recognize such party as the lessor under this Lease. Tenant covenants and agrees that in the event of cancellation or termination of any ground lease or underlying lease in accordance with its terms or by surrender thereof, whether voluntary, involuntary or by operation of law, and provided that the lessor under any such ground lease or underlying lease has either approved this Lease in writing or notified Tenant in writing of its election to cause Tenant to attorn to it upon cancellation or termination of such ground lease or underlying lease, then this Lease shall not be cancelled or terminated or Tenant’s quiet enjoyment as a result of the Premises disturbed in the event of cancellation or termination of any such ground lease or underlying lease, or but Tenant shall make full and complete attornment to the foreclosure of lessor under any such mortgage ground lease or deed underlying lease for the balance of trust, to which the term hereof with the same force and effect as though this Lease has been subordinated pursuant were originally made directly from the lessor under any such ground lease or underlying lease to Tenant. Following Tenant’s attornment to purchaser upon any foreclosure sale or any lessor under any ground lease or underlying lease as set forth above (a “Successor Landlord”), this Section. In Lease shall continue in full force and effect as a direct lease between Successor Landlord and Tenant upon all of the event of a termination or foreclosureterms, Tenant shall become a tenant of conditions and attorn to the successor-in-interest to Landlord upon the same terms and conditions covenants as are contained set forth in this Lease, and except that the Successor Landlord shall promptly execute not (a) be liable for any instrument reasonably required previous act or omission of Landlord under this Lease, except to the extent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, not expressly provided for in this Lease; or (c) be bound by Landlordany previous modification of this Lease or by any previous prepayment of more than one (1) month’s successor for that purposeRent, unless such modification or prepayment shall have been expressly approved in writing by the Successor Landlord (or predecessor in interest). Tenant shall alsoshall, within ten (10) business days following written of request of Landlord (or the beneficiary under any deed of trust encumbering the Building)by Landlord, execute and deliver all such further instruments or assurances as Landlord may be required from time reasonably deem necessary to time by Landlord evidence or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in confirm the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination or superiority of Tenant under this Lease to any mortgages, trust deeds, ground leases or underlying lease or leases and Tenant’s obligation to the lien attorn to any holder of any mortgage or deed of trust; providedtrust or any lessor under any ground lease or underlying lease, however, that any such beneficiary may, by written notice subject to Tenant given at any time, subordinate the lien provisions of its deed of trust to this LeaseParagraph 32. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for waives the return provisions of any security deposit not actually recovered by such purchaser current or bound by future statute, rule or law which may give or purport to give Tenant any rent paid right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in advance the event of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure proceeding or sale.

Subordination. At Notwithstanding any other provision of the option of Landlord Contract Documents, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and or any of its mortgagees/deed the other foregoing parties may or do have under applicable law, shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust beneficiariesand other encumbrances of any kind (on the Site and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), this Lease shall notwithstanding that Work may be either superior or subordinate to all ground is commenced or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingdone on, and materials may be or are furnished to, the Site prior to all renewals, modifications, consolidations, replacements any Lender Liens being imposed upon or recorded against the Site or any of Owner’s assets and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment before expiration of the Premises disturbed in the event time fixed under applicable law for filing of termination of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any such ground other person performing services or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn providing materials relating to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this LeaseWork to, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute sign and deliver all instruments as may be required to Owner and Owner’s Lenders from time to time upon request by Landlord Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 24.2 and the subordination described herein, and (b) such beneficiary affidavits, certificates, releases, indemnitees, waivers and instruments (and in form and content) as Owner’s or Owner’s Lender’s title insurer shall require to allow such insurer to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s or any Subcontractor’s or Vendor’s, failure, or the failure of any party for whom the foregoing are responsible or liable at law or under the Contract Documents, to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lender’s inability to obtain at any time endorsements to Owner’s Lender’s title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease senior to any ground mechanics’ or underlying lease materialmen’s lien or to lien rights, shall constitute a material default and breach of the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission Contract Documents and failure of a prior landlord, shall not be subject condition to any offsets payment by Owner owed to Contractor under the Contract or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionotherwise.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior subject and subordinate, at all times, to (a) the lien of any mortgage or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may now or hereafter affect the Building, and to all advances made or hereafter to be made upon the security thereof and to the interest thereon, and to any agreements at any time made modifying, supplementing, extending or replacing any such mortgages, and (b) any ground or underlying lease which may now or hereafter affect the Building, including all amendments, renewals, modifications, consolidationsconsolidation, replacements and extensions thereof; provided. Notwithstanding the foregoing, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment at the request of the Premises disturbed in the event of termination holder of any such of the aforesaid mortgage or mortgages or the lessor under the aforesaid ground or underlying lease, or the foreclosure of any this Lease may be made prior and superior to such mortgage or deed mortgages and/or such ground or lying lease. Notwithstanding anything herein contained to the contrary, within thirty (30) days after the execution and delivery of trustthis Lease, Landlord shall obtain (at Tenant’s cost and expense, including legal fees for Landlord and its mortgagee, not to which exceed $1,000) a subordination, non-disturbance and attornment agreement for Tenant’s benefit from the current mortgagee(s) of the Development. The form of such subordination, non-disturbance and attornment agreements shall be substantially in the form attached hereto as Exhibit “G”. In addition, as a condition precedent to Tenant subordinating this Lease has been subordinated pursuant to this Sectionany future mortgage or ground lease, Landlord shall obtain (at Tenant’s cost and expense, including legal fees for Landlord and its mortgagee, not to exceed $1,000) a subordination, non-disturbance and attornment agreement from such mortgagee or ground lessor in a commercially reasonable form reasonably acceptable to Tenant. In At the event request of a termination or foreclosureLandlord, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all such further instruments as may be reasonably required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in implement the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this SectionParagraph 18, provided the same are reasonably acceptable to Tenant.

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

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

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease is and shall be either superior expressly subject and subordinate at all times to (a) any present or subordinate to all ground future ground, underlying or underlying leases, mortgages and deeds operating lease of trust, if any, which may hereafter affect the Building, and all amendments, renewals and modifications to all renewalsany such lease, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of (b) the Premises disturbed in the event of termination lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under any such ground or underlying lease, or the foreclosure of . If any such mortgage or deed of trusttrust be foreclosed, or if any such lease be terminated, upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to which execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease has been subordinated pursuant (excluding rights in and to this Sectioninsurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the estate of its lease, as the case may be. In the event of a termination such election and upon the mortgagee, beneficiary or foreclosurelessor notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall become a tenant of execute and attorn deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the successor-in-interest form customarily used by such party. If Tenant fails to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required to be executed by Landlord’s successor for that purpose. Tenant shall also, under this Section 23 within ten (10) days following written request of after request, Tenant irrevocably appoints Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successorsattorney-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionfact, in Tenant's name, to execute such instrument.

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

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

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

Subordination. Landlord represents and warrants to Tenant that as of the Commencement Date, the Property is not encumbered by a mortgage or deed of trust. Notwithstanding the foregoing, the holder or beneficiary of such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument shall have the right to subordinate or cause to be subordinated any such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument to this Lease. Tenant shall have the right to request that any holder or beneficiary of such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument execute a non-disturbance agreement in favor of Tenant on the commercially reasonable standard form utilized by such lender or ground lessor, and Landlord shall use commercially reasonable efforts to obtain such executed non-disturbance agreement if so requested by Tenant. At the option request of Landlord Landlord, the holder of such mortgage or any of its mortgagees/deed of trust beneficiariesor any ground lessor, this Lease Tenant shall execute, acknowledge and deliver promptly in recordable form any commercially reasonable instrument or subordination agreement that Landlord or such holder may request; provided that such agreement provides that Tenant’s occupancy will not be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that disturbed so long as Tenant is not in default under this Lease, this the Lease shall not be terminated beyond the expiration of any applicable notice and cure periods. Tenant further covenants and agrees that if the lender or Tenant’s quiet enjoyment of ground lessor acquires the Premises disturbed in the event of termination of as a purchaser at any such ground foreclosure sale or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosureotherwise, Tenant shall become a tenant of recognize and attorn to the successor-in-interest to Landlord upon the same terms and conditions such party as are contained in landlord under this Lease, and shall promptly execute any instrument reasonably make all payments required by Landlord’s successor for that purposehereunder to such new landlord without deduction or set-off and, upon the request of such purchaser or other successor, execute, deliver and acknowledge commercially reasonable documents confirming such attornment. Tenant shall alsowaives the provisions of any law or regulation, within ten (10) days following written request of Landlord (now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the beneficiary under any deed obligations of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement Tenant hereunder in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, event that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act termination or omission of a prior landlord, shall not be subject to any offsets other proceeding is prosecuted or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectioncompleted.

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

Subordination. Except as otherwise provided in this Section 14.8, any indebtedness of any Borrower now or hereafter owing to any other Borrower is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Required Lenders, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the option request of Landlord Administrative and Collateral Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Administrative and Collateral Agent all or any part of such subordinated indebtedness and any amount so paid to Administrative and Collateral Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Administrative and Collateral Agent and Lenders and shall be paid over to Administrative and Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or subordinate other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and Administrative and Collateral Agent and Lenders shall be entitled to all ground of any such Borrower’s rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Administrative and Collateral Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Administrative and Collateral Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Administrative and Collateral Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages the person or persons authorized to pay such claim shall pay to Administrative and deeds of trust, if any, which may hereafter affect Collateral Agent the Buildingfull amount payable on the claim in the proceeding, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, the full extent necessary for that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of purpose any such ground Borrower hereby assigns to Administrative and Collateral Agent, for itself and the ratable benefit of Lenders, all such Borrower’s rights to any payments or underlying lease, or distributions to which such Borrower otherwise would be entitled. If the foreclosure of amount so paid is greater than any such mortgage or deed of trustBorrower’s liability hereunder, to which this Lease has been subordinated pursuant to this Section. In Administrative and Collateral Agent will pay the event of a termination or foreclosure, Tenant shall become a tenant of and attorn excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionperson entitled thereto.

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

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

Subordination. At Notwithstanding any provision of this Guaranty to the option contrary, all rights of Landlord the Subsidiary Guarantors under Sections 6(a) and 6(b) and all other rights of indemnity, contribution or subrogation of any Subsidiary Guarantor under applicable law or otherwise shall be fully subordinated to the Guaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any payment or payments made by any of the Subsidiary Guarantors hereunder or any set-off or appropriation or application of its mortgagees/deed funds of trust beneficiariesany of the Subsidiary Guarantors by any Secured Party, this Lease no Subsidiary Guarantor shall be either superior or subordinate entitled to all ground or underlying leases, mortgages and deeds be subrogated to any of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease the Administrative Agent or any other Secured Party against the Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right of set-off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any ground or underlying lease or Subsidiary Guarantor on account of such subrogation rights at any time prior to the lien Termination Date of any mortgage or deed the Guaranteed Obligations, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordSubsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be paid to the Administrative Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. No failure on the part of the Borrower or any Subsidiary Guarantor to make the payments required by Sections 6(a) and 6(b) (or any other payments required under applicable law or otherwise) shall not be in any respect limit the obligations and liabilities of the Borrower with respect to the Obligations or any Subsidiary Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance full amount of the calendar month in which Obligations and each Subsidiary Guarantor shall remain liable for the transfer full amount of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds obligations of trust encumbering the Building are intended third party beneficiaries of this Sectionsuch Subsidiary Guarantor hereunder.

Subordination. At Without the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination necessity of any such ground further instrument or underlying leaseact of Tenant, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and Xxxxxx’s interest and rights hereunder, are, and shall promptly execute be, subject and subordinate at all times to the lien of any instrument reasonably required by Landlord’s successor existing or future first mortgage on the Building or any ground lease which the Building is subject to, and all amendments, modifications, assignments and extensions thereof. Xxxxxx agrees, at the election of the holder of any such mortgage, or lessor for that purposeany ground lease, to attorn to any such holder or lessor. Tenant shall alsoXxxxxx agrees upon demand to execute, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute acknowledge and deliver all such commercially reasonable instruments, confirming such subordination and such instruments of attornment as may shall be required from time to time reasonably requested by Landlord or any such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in holder; provided that such instrument shall not increase the form customarily required by such beneficiary) to subordinate obligations of Tenant under this Lease and or decrease the rights of Tenant under this Lease in any material respect. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Xxxxxx’s consent, by notice in writing to Tenant. 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. Notwithstanding the preceding provisions of this Paragraph, this Lease and Xxxxxx’s interest in the Premises shall not be subordinate to any ground or underlying lease or to the lien of any future mortgage or deed of trust; providedtrust on the Building, however, that and Tenant shall not be obligated to execute an instrument subordinating this Lease or Tenant’s interest in the Premises to any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its future mortgage or deed of trust on the Building, unless concurrently with such subordination the holder of such mortgage or deed of trust agrees in such instrument of subordination not to this disturb Tenant’s possession of the Premises (so long as no default exists under the Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking ) in the event such holder acquires title under a to the Premises through foreclosure, deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionotherwise.

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

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

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

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

Subordination. At Tenant agrees that it shall subordinate this Lease to any mortgage or underlying lease encumbering or affecting the option of Landlord Demised Premises, the Building or the Project or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, component thereof and to all renewals, modifications, consolidations, replacements and extensions advances made or hereafter to be made upon the security thereof; providedprovided that the holder of any such mortgage or the lessor under any such underlying lease shall, on behalf of themselves and their successors and assigns, first agree, in a document that is in recordable form and otherwise reasonably satisfactory to Tenant, and typical for major office leases including those relating to Class “A”, corporate office environments, that so long as Tenant is not no event of default (as defined in default Article 18.1 above) has occurred and remains uncured beyond all applicable cure periods, Tenant’s rights under this Lease including, without limitation, the rights to require application of Landlord’s insurance proceeds and condemnation awards as provided in this Lease and the payment of all amounts owed by Landlord under the Lease, this and Tenant’s possession of the Demised Premises during the remainder of the Lease Term and any extension or renewal thereof, shall not be terminated disturbed despite any foreclosure, lease termination or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any other action by such ground mortgagee (or underlying lease, or the foreclosure of any such mortgage or its trustees under a deed of trust) or lessor or any of their successors or assigns, to which this Lease has been subordinated pursuant to this Sectionincluding, without limitation, the taking of possession of the Project or any portion thereof by the mortgagee or lessor or the exercise of any assignment of rents by the mortgagee, such trustees or lessor. In the event of a termination or foreclosureLandlord, Tenant and such mortgagee, trustees or lessor shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all such additional instruments as may be reasonably required from time to time carry out the intent hereof. In such instrument, Tenant shall agree to give the holder of a mortgage (or, in the case of an underlying lease, the lessor thereunder) notice of defaults by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease hereunder and the rights Subject to a request for confidential treatment, certain portions of Tenant this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission. same time period, if any, to cure such default as may be allowed to Landlord under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustLease; provided, howeverthat with respect to non-monetary defaults that by their nature are susceptible of cure by a party other than Landlord, that any the mortgagee or lessor shall be allowed an additional fifteen (15) day period to commence and complete the cure of such beneficiary may, by written notice default beyond the time period allowed to Tenant given at any time, subordinate the lien of its deed of trust to Landlord under this Lease. Tenant shall agree that if such notice and opportunity to cure a Landlord’s default are required to be given pursuant to any purchaser at such instrument, but Tenant does not comply with such requirement, then the party succeeding to the interest of Landlord as a foreclosure sale result of the subsequent enforcement of the mortgage or lender taking title under a deed lease described in lieu of foreclosure such instrument shall not be responsible liable for any accrued obligation of the former Landlord or any act or omission of the former Landlord relating to Landlord’s default of which no notice or applicable opportunity to cure was given to the mortgagee or lessor. Each of Tenant and Landlord agrees that, if requested by the other, each shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement reasonably and customarily requested by mortgagees, and the form attached hereto as Exhibit G shall be reasonable and customary provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of this Article 26.1, and (ii) an agreement with the mortgagee whereby Tenant shall agree for the benefit of such mortgagee that Tenant will not, without in each case the prior landlordwritten consent of such mortgagee, which shall not be subject unreasonably withheld, conditioned or delayed, (a) amend, modify, cancel or surrender the Lease Term except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return installment of any security deposit not actually recovered by such purchaser or bound by any rent paid Base Rental more than one (1) month in advance of the calendar month due date thereof or otherwise than in which the transfer of title occurred; manner provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of in this SectionLease.

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

Subordination. At the option of A. Tenant covenants and agrees with Landlord or any of its mortgagees/deed of trust beneficiaries, that this Lease shall be either superior or Agreement is subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds deed of trust, if any, ground lease and/or security agreement which may now or hereafter affect encumber the Complex or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedprovided any such subordination to a mortgage, deed of trust, ground lease and/or security agreement executed after the Effective Date shall be upon the express condition that this Lease Agreement shall be recognized by the mortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant is not in default under this Lease, shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. hi the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease, mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Tenant will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be terminated (a) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (b) bound by any amendment or Tenant’s quiet enjoyment modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Premises disturbed Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of termination any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground or underlying lease, or lease and the foreclosure holder(s) of any such mortgage or deed of trust, trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which this Lease has been subordinated pursuant notices are to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leasebe sent, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, (b) said lessor and holder(s) fail to cure or cause to be cured said default within ten thirty (1030) days following written request from the receipt of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required such notice from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Tenant. This Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be Agreement is further subject to any offsets or defenses Tenant may have against a prior landlordand subordinate to all matters of record in Xxxxxx County, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTexas.

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

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

Subordination. At Lender and Borrower acknowledge and agree that this Security Instrument is subject and subordinate in all respects to the option liens, terms, covenants and conditions of Landlord or any the First Deed of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate Trust and to all ground advances heretofore made or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect be made pursuant to the BuildingFirst Deed of Trust including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Deed of Trust, curing defaults by the Borrower under the First Deed of Trust or for any other purpose expressly permitted by the First Deed of Trust or (b) constructing, renovating, repairing, furnishing, fixturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and to all renewals, modifications, consolidations, replacements they supersede any other terms and extensions thereof; provided, that so long as Tenant is not provisions hereof in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectionconflict therewith. In the event of a termination foreclosure or foreclosuredeed in lieu of foreclosure of the First Deed of Trust, Tenant any provisions herein or any provisions in any other collateral agreement restricting the use of the Property or otherwise restricting the Borrower’s ability to sell the Property shall become have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors or assigns (other than the Borrower or a tenant related entity of and attorn the Borrower), receiving title to the successor-in-interest to Landlord upon Property through a foreclosure or deed in lieu of foreclosure of the same terms and conditions as are contained in this Lease, and First Deed of Trust shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or receive title to the lien of any mortgage or deed of trust; providedProperty free and clear from such restrictions. Further, however, that any such beneficiary may, by written notice if the Senior Lien Holder acquires title to Tenant given at any time, subordinate the lien of its deed of trust Property pursuant to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure foreclosure, the lien of this Security Instrument shall automatically terminate upon the Senior Xxxx Xxxxxx’x acquisition of title, provided that (i) the Lender has been given written notice of a default under the First Deed of Trust and (ii) the Lender shall not be responsible for any act have cured the default under the First Deed of Trust, or omission of a prior landlorddiligently pursued curing the default as determined by the Senior Lien Holder, shall not be subject within the period provided in such notice sent to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLender.

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

Subordination. At This Lease is subject to and Tenant agrees to comply with all matters of record affecting the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Real Property. This Lease shall be either superior or is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter affect the BuildingReal Property, and to as well as all renewals, modifications, . consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default however, if the lessor under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure holder or holders of any such mortgage or deed of trust, to which trust shall advise Landlord that they desire or require this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosurebe prior and superior thereto, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord to Tenant, Tenant agrees to execute, acknowledge and deliver, within five (5) days, any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the beneficiary property or any renewals. modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances. together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any deed covenant or provision of trust encumbering the Building)this Lease. Tenant agrees, execute within five (5) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in necessary or proper to assure the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination of Tenant under this Lease to any ground such mortgages, deeds of trust, or underlying lease or to leasehold estates. Tenant agrees that if any proceedings are brought for the lien foreclosure of any mortgage or deed of trust; providedtrust or any deed in lieu thereof, however, that to attorn to the purchaser or any successors thereto upon any such beneficiary may, foreclosure sale or deed in lieu thereof as so requested to do so by written notice such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant given at 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 time, subordinate the lien notices of its Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to this LeaseTenant 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 shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for waives the return provisions of any security deposit not actually recovered by such purchaser current or bound by future statute, rule or law which may give or purport to give Tenant any rent paid in advance right or election to terminate or otherwise adversely affect this Lease and the obligations of the calendar month Tenant hereunder in which the transfer event of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure proceeding or sale.

Subordination. At 31.1. Tenant agrees: (a) that, except as hereinafter provided, the option Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage, or a lease of Landlord’s property in a sale-leaseback pursuant to which Landlord has or shall retain the right of possession of the Demised Premises and the Property, or other security instrument (collectively called a “Mortgage”) that now exist, or may hereafter be placed upon the Demised Premises or the Center, and/or the land of which it is a part, or any of its mortgagees/deed of trust beneficiaries, this Lease shall part thereof and all advances made or to be either superior or subordinate to all ground or underlying leases, mortgages made thereunder and deeds of trust, if any, which may hereafter affect the Buildinginterest thereon, and to all renewals, replacements, modifications, consolidations, replacements or extensions thereof and extensions thereof; provided, (b) that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of if the Premises disturbed in the event of termination holder of any such ground Mortgage (“Mortgagee”) or underlying leaseif the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the foreclosure case may be, as Landlord under the Lease for the balance then remaining of the term of the Lease, subject to all terms of the Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such mortgage Mortgagee or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trustpurchaser; provided, however, that the effectiveness of any such beneficiary maysubordination is subject to the condition that Landlord shall obtain from any Mortgagee a non-disturbance agreement in form reasonably acceptable to Tenant, that provides so long as Tenant pays all rent when due and materially observes all other covenants and obligations on its part to be observed under this Lease, the terms and conditions of this Lease shall continue in full force and effect and Tenant’s rights under this Lease and its possession, use and occupancy of the Demised Premises shall not be disturbed during the term of this Lease by written notice to Tenant given at the Mortgagee or by any timepurchaser upon foreclosure of any mortgage, subordinate the lien of its deed of trust or other property right. Notwithstanding anything to this the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to the Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission , without Tenant’s consent, by execution of a prior landlord, shall not be subject written document subordinating such Mortgage to any offsets or defenses Tenant may have against a prior landlordthe Lease to the extent set forth therein, and thereupon the Lease shall not be liable for deemed prior to such Mortgage to the return extent set forth in such written document without regard to their respective dates of any security deposit not actually recovered by execution, delivery and/or recording and in that event, to the extent set forth in such purchaser or bound by any rent paid in advance written document such Mortgagee shall have the same rights with respect to the Lease as though the Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the calendar month Mortgage and as though the Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and on a commercially reasonable form satisfactory to Tenant, Landlord, to the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in which recordable form within five (5) business days following a request therefor from Landlord, provided such document contains non-disturbance language as set forth above. In the transfer event Tenant fails to execute and deliver the instruments and documents as provided for herein within the time period set forth, Landlord may treat such failure as an Event of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionDefault.

Subordination. Except as otherwise provided in this Section 14.7, any indebtedness of any Borrower now or hereafter owing to any other Borrower is hereby subordinated to the Obligations, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Agent, pay in whole or in part any of such indebtedness nor will any such Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the option request of Landlord Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Agent all or any part of such subordinated indebtedness and any amount so paid to Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations. Each payment on the indebtedness of any Borrower to the other Borrowers received in violation of any of the provisions hereof shall be deemed to have been received by any other Borrower as trustee for Agent and Lenders and shall be paid over to Agent immediately on account of the Obligations, but without otherwise affecting in any manner any such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or subordinate other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and Agent and Lenders shall be entitled to all ground of any such Borrower’s rights thereunder. If for any reason any such Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in Borrowers’ name or, in Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages and deeds of trust, if any, which may hereafter affect the Buildingperson or persons authorized to pay such claim shall pay to Agent the full amount payable on the claim in the proceeding, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, the full extent necessary for that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of purpose any such ground Borrower hereby assigns to Agent, for itself and the ratable benefit of Secured Parties, all such Borrower’s rights to any payments or underlying lease, or distributions to which such Borrower otherwise would be entitled. If the foreclosure of amount so paid is greater than any such mortgage or deed of trustBorrower’s liability hereunder, to which this Lease has been subordinated pursuant to this Section. In Agent will pay the event of a termination or foreclosure, Tenant shall become a tenant of and attorn excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionperson entitled thereto.

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

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

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

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

Subordination. At This Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the option of Landlord Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord’s interest in the Leased Property, or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingportion 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, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon 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 Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, consolidationsextensions, replacements renewals, amendments, supplements and extensions thereof; providedreplacement being a “Facility Mortgage”). Tenant shall reasonably cooperate with Landlord and any Mortgagee or potential Mortgagee in connection with a Facility Mortgage, including, but not limited to, consenting to non-material and reasonable amendments to this Lease as may be requested by such Mortgagee, provided that such amendments do not materially alter the economic terms of this Lease or the use and operation of any of the Leased Property or materially increase Tenant’s obligations or decrease its rights hereunder. Any and all costs, fees and expenses incurred by Landlord in connection with any Facility Mortgage shall not be included as part of Landlord’s Additional Investment. 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, so long as the Facility Mortgage recognizes the existence of this Lease and acknowledges and evidences Mortgagee’s reasonably satisfactory agreement that, so long as no Event of Default by Tenant has occurred and is not in default continuing under this LeaseLease (after the expiration of the applicable notice and curative periods contained herein), this Lease (i) Mortgagee, its successors and assigns (or any other purchaser at any foreclosure sale pursuant to the Facility Mortgage or any other security instrument in connection therewith) shall not disturb Tenant’s right of possession to the Leased Property and all other rights of Tenant hereunder in the event that Mortgagee, its successors and assigns (or any other purchaser at any foreclosure sale pursuant to the Facility Mortgage or any other security instrument in connection therewith) acquires title to all or any part of the Leased Property pursuant to the exercise of any remedy provided for in the Facility Mortgage or any other related security instrument or acceptance of title to the Leased Property in lieu of any such foreclosure, and (ii) Tenant shall not be terminated named as a party defendant to any action to foreclose the liens and security interests of the Facility Mortgage or any other related security instrument, except to the extent required by Applicable Law. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Lease or Tenant’s quiet enjoyment of the Premises disturbed interest hereunder or Tenant’s leasehold interest in the event of termination of Leased Property to any such ground Facility Mortgage, in confirmation or underlying leasefurtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party so long as the same is reasonably acceptable to Tenant, is consistent with the terms and provisions of this Lease and does not materially increase Tenant’s obligations or decrease its rights hereunder. Tenant agrees that it will, from time to time, execute such documentation as may be reasonably 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 foreclosure Reserve and any funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property or any portion thereof as herein contemplated. If, within thirty (30) calendar days following Tenant’s receipt of a written request by Landlord, Tenant shall fail or refuse or shall have not executed any such mortgage further instrument or deed agreement of trustsubordination, which satisfies the criteria set forth in this Section 19.1, Tenant shall be in breach and default of its obligation to which do so and of this Lease has been subordinated and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this SectionLease or otherwise provided by law. In To the event extent Tenant is required to incur any additional out of a termination pocket costs, fees and expenses in connection with the review and negotiation of any agreements or foreclosureconfirmations required from Tenant under the terms of this Section 19.1, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor reimburse Tenant for that purpose. Tenant shall alsoall such reasonable costs, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute fees and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionexpenses.

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

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this This Lease and the rights of Tenant under this Lease to any ground or underlying lease or shall be and are subject and subordinate at all times to the lien of any first mortgage or deed of trust now or hereafter in force against the Premises, provided, however, that (i) in the case of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate trust encumbering the lien Premises as of its deed the date of trust to this Lease. , Landlord will obtain, prior to the commencement of the Lease Term, an agreement between the beneficiary or mortgagee thereof and Tenant that so long as no default exists hereunder and Tenant attorns to Landlord’s successor pursuant to the provisions of this Lease, no termination of such encumbrance (or any proceeding in connection therewith) shall agree that any purchaser at a foreclosure sale or lender taking title under a deed disturb Tenant’s possession of the Premises and this Lease shall remain in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, full force and shall not be liable for effect; and (ii) in the return case of any security deposit not actually recovered by such purchaser first mortgage or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds deed of trust encumbering the Building are intended third party beneficiaries Premises after the date hereof, the beneficiary or mortgagee thereof agrees, either in such encumbrance or in a separate agreement with Tenant, that so long as no default exists under this Lease and Tenant attorns pursuant to Landlord’s successor pursuant to the provisions of this SectionLease, no foreclosure of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant’s possession of the Premises and this Lease shall remain in full force and effect. Tenant at any time and from time to time, upon not less than ten (10) business days’ prior written notice from Landlord, shall execute such further instruments confirming the subordination of this Lease to the lien of any such first mortgage or deed of trust as shall be requested by Landlord. In the case of any conflict between the provisions of any mortgage or deed of trust encumbering the Premises and this Lease, the terms and provisions of this Lease will govern and control (including without limitation, the provisions of Articles 12 and 13).

Subordination. At This Lease shall be subject and subordinate at all times to (a) the Master Lease, (b) all ground leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and Project are situated, or both, and any and all amendments, renewals, modifications, supplements and extensions thereof; and (c) the lien of any mortgage or deed of trust which may now exist or hereafter be executed, and any and all advances made thereunder, and interest thereon and all modifications, renewals, supplements, consolidations and replacements thereof. Notwithstanding the foregoing, Tenant acknowledges that Master Lessor, Landlord and Lienholder shall have the right to subordinate or cause to be subordinated any such ground leases or any such liens to this Lease. In the event that any ground lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest 0000 Xxxx Xxxxxx 15 9/29/04 Office Lease Agreement to Landlord, at the option of such successor in interest and this Lease shall continue in full force and effect in such event. Notwithstanding anything to the contrary in this Lease, such Lienholder succeeding to the interest of Landlord under this Lease (a "Successor Landlord") shall not be liable for or bound by any of its mortgagees/deed the following matters: (a) any offset right that Tenant may have against any former Landlord relating to any event or occurrence before the date of trust beneficiariesattornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment, provided that the foregoing shall not limit either (i) Tenant’s right to exercise against Successor Landlord any offset right otherwise available to Tenant because of events occurring after the date of attornment or (ii) Successor Landlord’s obligation to correct any conditions that existed as of the date of attornment and violate Successor Landlord’s obligations as Landlord under this Lease; (b) any payment of Rent that Tenant may have made to a former Landlord more than thirty (30) days before the date such Rent was first due and payable under this Lease with respect to any period after the date of attornment other than, and only to the extent that, this Lease shall be either superior or subordinate expressly required such a prepayment; (c) any obligation (i) to all ground or underlying leases, mortgages and deeds of trustpay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, which may hereafter affect shall have been actually delivered to Successor Landlord by way of an assumption of escrow accounts or otherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to a Successor Landlord; (iii) to commence or complete any initial construction of improvements in the BuildingPremises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (v) arising from representations and warranties related to all renewals, modifications, consolidations, replacements and extensions thereofa former Landlord; provided, that so long as Tenant is not in default under (e) any modification or amendment of this Lease, or any waiver of the terms of this Lease, made without Successor Landlord’s written consent; or (f) any consensual or negotiated surrender, cancellation, or termination of this Lease, in whole or in part, agreed upon between Landlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of this Lease. Tenant shall execute and deliver, upon reasonable prior notice from Landlord, any additional documents in such form as is designated by Landlord evidencing the priority or subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Landlord shall use commercially reasonable efforts to obtain from any Lienholder to whose mortgage, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate ground lease this Lease and the rights is hereafter subordinated, an agreement of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any non-disturbance on such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable Lienholder’s standard form for the return benefit of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTenant.

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

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Client hereunder shall be either superior or and are subject and subordinate at all times to all ground or underlying leases, mortgages and any deeds of trust, if anymortgages, which may installment sale agreements and other instruments or encumbrances, as well as to any ground leases or primary leases, that now or hereafter affect cover all or any part of the Building, the Land or an interest of Landlord therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any of such deeds of trust, mortgages, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the necessity of any further action on the part of Client to effectuate such subordination. Client shall, however, within five (5) business days execute, acknowledge and deliver to Landlord any and all instruments and certificates that so long in the reasonable judgment of Landlord may be necessary or proper to confirm or evidence such subordination. If Client does not respond within such five (5) business days, Client hereby appoints Landlord as Tenant is not in default under its Attorney-in-Fact to execute any and all such documents on behalf of Client. Notwithstanding the foregoing, if any mortgagee, trust beneficiary or ground lessor shall elect to have this LeaseLease treated as if it became effective and Client had taken possession prior to the lien of its mortgage or deed of trust or prior to its ground lease, and shall give notice thereof to Client, this Lease shall not be terminated deemed to have become effective and Client’s right to possession shall be considered prior to such mortgage, deed of trust, or Tenant’s quiet enjoyment prior to its ground lease whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the Premises disturbed in date of recording thereof. In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant Client shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or to Landlord the grantee under the deed in lieu of foreclosure; in the event any ground lease to which this Lease is subordinate is terminated, Client shall attorn to the ground lessor. Client shall upon the same terms demand at any time execute, acknowledge and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by deliver to Landlord’s successor for that purpose. Tenant shall also, within ten mortgagee (10) days following written request of Landlord (or including the beneficiary under any deed of trust encumbering the Building), execute trust) or other holder any and deliver all instruments as and certificates that in the judgment of Landlord’s mortgagee may be required from time necessary or proper to time by Landlord confirm or evidence such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or attornment. Notwithstanding anything to the lien contrary contained in this Section or the Lease, no mortgagee of any mortgage the Building or deed Land shall be liable to Client: (i) for the return of trust; providedor responsibility for the Security Deposit, howeverunless and until such Security Deposit is actually received by said mortgagee, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible (ii) for any act or omission of a any prior landlordlandlord (including Landlord); (iii) for any offsets, shall not be subject defenses or counterclaims which Client might have against any prior landlord (including Landlord); (iv) for any rent, Additional Rent or advance rent which Client might have paid for more than the current month to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for landlord (including Landlord); (v) with respect to the return provisions of any security deposit not actually recovered amendment or modification of the Lease made without its consent and without written approval; or (vi) required to restore the Building, complete any improvements or otherwise perform the obligations of Landlord under the Lease in the event of a foreclosure of the Deed of Trust or acceptance by such purchaser or bound by any rent paid mortgagee of a deed in advance lieu of foreclosure, in either instances prior to full restoration of the calendar month in which the transfer Building or completion of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionimprovements.

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

Subordination. At This Lease and the option rights of Landlord Tenant hereunder are and shall be subject and subordinate to any and all mortgages, trust deeds, and charges (any of which are herein called "Mortgage" or "Mortgages") now or which in the future may be registered against the Lands or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingportion thereof, and to including all renewals, modificationsextensions, consolidations, modifications and replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground Mortgages from time to time. Tenant shall at any time on notice from Landlord or underlying lease, or the foreclosure a holder of any such mortgage or deed of trust, Mortgage attorn to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall and become a tenant of the holder of any of such Mortgages upon the same terms and conditions as set forth herein and shall execute promptly on request by Landlord any certificates, agreements, instruments of postponement or attornment or other such instruments or agreements as requested from time to time to postpone or subordinate this Lease and all of Tenant's rights hereunder to any of such Mortgages or to otherwise give full effect to any of the provisions of this Article XV. Tenant agrees to attorn to and become the successor-in-tenant of any party whose title to the Premises is superior to that of Landlord or to any assignee from Landlord of Landlord's interest to Landlord under this Lease upon the same terms and conditions as are contained set forth in this Lease, Lease and shall execute promptly execute on request any instrument reasonably required agreements or instruments of attornment to give effect to such attornment as shall be requested by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under at any deed of trust encumbering the Building), execute time and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement time. Provided however that in the form customarily event that the Tenant is required by to effect the postponement of its rights and privileges hereunder to any Mortgagee pursuant to this paragraph 15.02, the Landlord shall concurrently obtain from any such beneficiary) Mortgagee, on the Mortgagee's standard form, a covenant in writing acknowledging the tenancy herein and agreeing that so long as the Tenant duly performs the terms, covenants, conditions and agreements herein contained, the Tenant shall be entitled to subordinate this Lease and peaceful possession of the Premises pursuant to the terms of the Lease, notwithstanding the exercise of any or all rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionMortgagee.

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

Subordination. At This Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the option 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 all other respects to any mortgage or mortgages now or hereafter in force and effect upon or encumbering Landlord’s interest in the Premises, 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, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of its mortgagees/deed 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 trust beneficiariesthe dates of execution, delivery or recordation of any such mortgage, mortgages or assignments; provided, however, such subordination shall be upon the express condition that the validity of this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect recognized by the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure holder of any such mortgage or deed assignment, and that, notwithstanding any default by the Landlord with respect to such mortgage or assignment, Tenant’s possession and right of trust, to which use under this Lease has in and to the Premises shall not be disturbed by such mortgagee or ground lessor unless and until Tenant shall breach any of the provisions hereof after notice and expiration of the applicable cure period, if any, and this Lease or Tenant’s right to possession hereunder shall have been subordinated pursuant terminated in accordance with the provisions of this Lease. 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. However, if Landlord or the holder or proposed holder of any such mortgage, mortgages or assignments shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Lease, Tenant’s interest hereunder or Tenant’s leasehold interest in the Premises to any such mortgage, mortgages or assignments in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of execute and attorn deliver the same to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, requesting party within ten (10) days following Tenant’s receipt of such a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement request. Such documents shall include a non-disturbance provision in the form customarily required by such beneficiary) to subordinate accordance with this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlordSection, shall not be subject in a form reasonably acceptable to any offsets or defenses Tenant may have against a prior landlordlender, Landlord and Tenant, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of amend this SectionLease.

Subordination. At the option of A. Tenant covenants and agrees with Landlord or any of its mortgagees/deed of trust beneficiaries, that this Lease shall be either superior or Agreement is subject and subordinate to all ground or underlying leasesany mortgage, mortgages and deeds deed of trust, if any, ground lease and/or security agreement which may now or hereafter affect encumber the Complex or any interest of Landlord therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedprovided any such subordination to a mortgage, deed of trust, ground lease and/or security agreement executed after the Effective Date shall be upon the express condition that this Lease Agreement shall be recognized by the mortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant is not in default under this Lease, shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease, mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Tenant will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be terminated (a) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (b) bound by any amendment or Tenant’s quiet enjoyment modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Premises disturbed Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and (f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of termination any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease Agreement, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground or underlying lease, or lease and the foreclosure holder(s) of any such mortgage or deed of trust, trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which this Lease has been subordinated pursuant notices are to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Leasebe sent, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, (b) said lessor and holder(s) fail to cure or cause to be cured said default within ten thirty (1030) days following written request from the receipt of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required such notice from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Tenant. This Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be Agreement is further subject to any offsets or defenses Tenant may have against a prior landlordand subordinate to all matters of record in Xxxxxx County, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTexas.

Subordination. Except as otherwise provided in this Section 11.08, any indebtedness of any Borrower now or hereafter owing to another Borrower is hereby subordinated to the Obligations of the Borrowers to the Administrative Agent and the Lenders hereunder, whether heretofore, now or hereafter created, and whether before or after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of the Administrative Agent, pay in whole or in part any of such indebtedness nor will any Borrower accept any payment of or on account of any such indebtedness at any time while such Borrower remains liable hereunder. At the option request of Landlord the Administrative Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to the Administrative Agent all or any part of such subordinated indebtedness and any amount so paid to the Administrative Agent at its mortgagees/deed of trust beneficiaries, this Lease request shall be either superior applied to payment of the Obligations hereunder. Each payment on the indebtedness of a Borrower to another Borrower received in violation of any of the provisions hereof shall be deemed to have been received by such Borrower as trustee for the Administrative Agent and shall be paid over to the Administrative Agent immediately on account of the Obligations hereunder, but without otherwise affecting in any manner such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against any other Borrower in any bankruptcy or subordinate other proceeding in which the filing of claims is required by law in respect of any indebtedness of any other Borrower to such Borrower, and the Administrative Agent shall be entitled to all ground of any such Borrower’s rights thereunder. If for any reason any Borrower fails to file such claim at least thirty (30) days prior to the last date on which such claim should be filed, the Administrative Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in such Borrower’s name or, in the Administrative Agent’s discretion, to assign such claim to, and cause a proof of claim to be filed in the name of, the Administrative Agent’s nominee. In all such cases, whether in administration, bankruptcy or underlying leasesotherwise, mortgages and deeds of trust, if any, which may hereafter affect the Buildingperson or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose such Borrower hereby assigns to the Administrative Agent all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated such Borrower’s rights to any payments or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, distributions to which this Lease has been subordinated pursuant to this Sectionsuch Borrower otherwise would be entitled. In If the event of a termination or foreclosureamount so paid is greater than such Borrower’s liability hereunder, Tenant shall become a tenant of and attorn the Administrative Agent will pay the excess amount to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionentitled thereto.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or is subject and subordinate to all ground or underlying leases, leases and to all mortgages and and/or deeds of trust, if any, trust which may now or hereafter affect such leases or the Buildingreal property of which the Leased Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. This paragraph shall be self-operative and no further instrument of subordination shall be necessary to evidence the priority of any mortgagee or trustee. In confirmation of such subordination, Tenant shall execute 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 and on behalf of the Tenant. The Tenant covenants and agrees that it will, at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purposes and effect the subordination of the lien of this Lease to said deed of trust. Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of the Tenant hereunder, and Tenant covenants and agrees to attorn to such landlord or to any 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 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 underlying lease, as if such prepayment had not been made; and provided, further, such landlord or 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 termination of such ground underlying lease, a copy of this Lease or amendment or modification thereof, as the case may be, shall have been delivered to such landlord or successor by Tenant. The foregoing subordination is conditioned upon the agreement of each mortgagee, which agreement shall be in writing, executed by each mortgagee and delivered to the Tenant wherein each such mortgagee agrees in substance that so long as Tenant is not in default under the terms and conditions of this Lease, this Lease shall ; (i) the Tenant will not be terminated or disturbed in Tenant’s quiet enjoyment 's possession of the Leased Premises disturbed by any owner of a mortgage or any purchaser of the building or Leased Premises at a foreclosure sale; and (ii) Tenant will not be joined in the event of termination any action or proceeding to foreclose any mortgage by any holder thereof. The giving of any such ground or underlying lease, or agreement by any mortgagee may be conditioned by it on the foreclosure reciprocal agreement of any such mortgage or deed of trust, Tenant to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-holder of such mortgage should it become vested with the Landlord's interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by Leased Premises. Landlord shall make its best efforts to obtain such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to a non-disturbance agreement from any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance mortgagee of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLeased Premises.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds any deed of trust, if anymortgage or other security instrument (each, which may hereafter affect the Buildingas renewed, and modified and/or extended from time to all renewalstime, modificationsa “Mortgage”), consolidationsor any ground lease, replacements and extensions thereof; providedmaster lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section 12 shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten (10) Business Days after written request therefor such commercially reasonable documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding any such subordination, Tenant’s right to possession of the Premises shall not be disturbed so long as Tenant is not in default under the terms of this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

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

Subordination. At To induce one or more lenders to extend credit to the option Company, and for the benefit of Landlord such lenders, Holder agrees, by its acceptance of this Note, for itself and for each future holder (if any) of this Note, that the obligations evidenced by this Note (the “Subordinated Obligations”) are expressly subordinate and junior in right of payment to all principal amounts of, and accrued interest on (including, without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company), each loan agreement, bridge note, revolving credit note, term note and other indebtedness, obligation and liability of the Company under any agreement or contract with any Senior Creditor, the payment or performance of which is expressly secured by a security interest in all or substantially all of the assets of the Company (the “Senior Obligations”). For purposes of this note, “subordinate and junior in right of payment” shall mean that no part of the Subordinated Obligations shall have any claim to the Company’s assets on a parity with or prior to the claim of the Senior Obligations. From and after the date of receipt of notice from any Senior Creditor of any default with respect to any of the Senior Obligations, Holder shall not ask for, demand, sue for, take or receive any payments with respect to all or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment part of the Premises disturbed Subordinated Obligations or any security therefor, whether from the Company or any other source, unless and until the Senior Obligations have been paid in full. Holder further agrees that upon any distribution of money or assets, or readjustment of the event indebtedness of termination the Company whether by reason of foreclosure, liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any such ground other action or underlying leaseproceeding involving the Subordinated Obligations, or the foreclosure application of the assets of the Company to the payment or liquidation thereof, the Senior Creditors shall be entitled to receive payment in full in cash of all of the Senior Obligations prior to the payment of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance part of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionSubordinated Obligations.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/mortgagee or beneficiary with a deed of trust beneficiariesencumbering the Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease shall will be either superior subject and subordinate at all times to: (i) all ground leases or subordinate underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Premises or any leases thereof, or Landlord’s interest and estate in any of said items, is specified as security; provided, however, that the subordination of this Lease to all any mortgage or deed of trust or any ground or underlying leaseslease is subject to Tenant’s receipt of a commercially reasonable non-disturbance agreement from the holder of such mortgage or deed of trust or such ground or underlying lease in which such holder agrees not to disturb Tenant’s possession of the Premises so long as no Tenant Event of Default has occurred and is continuing under this Lease. Notwithstanding the foregoing, mortgages Landlord reserves the right to subordinate any such ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant agrees to attorn to and deeds become the tenant of trust, if any, such successor in which may hereafter affect event Tenant’s right to possession of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so Premises will not be disturbed as long as Tenant is not in default under this Lease, . Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease shall not be terminated or Tenant’s quiet enjoyment and the obligations of the Premises disturbed Tenant hereunder in the event of termination any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant’s attornment agreement with respect to any such ground lease or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. If Tenant fails to sign and return any such documents or engage in reasonable, to which this Lease has been subordinated pursuant to this Section. In good faith negotiations on the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, of such documents within ten (10) business days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)receipt, execute and deliver all instruments as may Tenant will be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectiondefault hereunder.

Subordination. At (a) Subject to any mortgagee's or ground lessor's election, as hereinafter provided for, and subject to the option requirements of Landlord or any of its mortgagees/deed of trust beneficiariesthis Section 24, this Lease shall be either superior or is subject and subordinate in all respects to all ground or leases and/or underlying leases, mortgages and deeds to the lien of trustall mortgages, if any, any of which may now or hereafter be placed on or affect such leases and/or the Buildingreal property of which the Premises are a part, or any part of such real property, and/or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof; providedthereof and all substitutions therefor. Landlord represents that to the actual knowledge of Landlord no matter of record prohibits or restricts Tenant’s rights to install signage, but this representation shall not apply to any law, regulation, or order of any governmental authority, whether or not same is a matter of record. This Article 24 shall be self-operative and no further instrument or subordination shall be required. In confirmation of such subordination, Tenant shall execute, acknowledge and deliver promptly any certificate or instrument that so Landlord and/or any mortgagee and/or lessor under any ground or underlying lease and/or their respective successors in interest may request. Tenant acknowledges that, where any consent of Landlord is required under this Lease, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of such mortgagee, and the failure or refusal of such mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s withholding its consent or approval. Notwithstanding anything to the contrary in this Article 24 contained, as to any future mortgages, ground leases, and/or underlying lease or deeds of trust, the herein provided subordination of this Lease and attornment shall be effective only if the mortgagee, ground lessor or trustee therein, as the case may be, agrees, by a written instrument in recordable form and in the commercially reasonable, customary form of such mortgagee, ground lessor, or trustee (“Nondisturbance Agreement”) that, as long as Tenant is shall not be in terminable default of the obligations on its part to be kept and performed under the terms of this Lease, this Lease shall will not be terminated or Tenantaffected and Txxxxx’s quiet enjoyment of the Premises possession hereunder will not be disturbed in the event of termination of by any default in, termination, and/or foreclosure of, such mortgage, ground or underlying lease, or the foreclosure of any such mortgage and/or underlying lease or deed of trust, to which this Lease has been subordinated pursuant to this Section. In as the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposecase may be. Tenant shall alsobe responsible for paying any fees or expenses charged by such mortgagee, within ten (10) days following written request of ground lessor or trustee in connection with any future Nondisturbance Agreement. Notwithstanding the foregoing Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time agrees to time by Landlord or such beneficiary (including without limitation any obtain a subordination, nondisturbance non-disturbance and attornment agreement for Tenant from its current mortgagee in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionattached hereto as Exhibit 8.

Subordination. At This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Real Property. This Lease shall be either superior or is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, trust which may hereafter affect the BuildingReal Property, and to including all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default however, if the lessor under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, lease or the foreclosure holder or holders of any such mortgage or deed of trust, to which trust shall advise Landlord that they desire or require this Lease has been subordinated pursuant to this Section. In the event be prior and superior thereto, upon written request of a termination or foreclosureLandlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become a tenant and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and attorn without regard to the successor-in-time or character of such advances, together with interest thereon and subject to Landlord upon all the same terms and conditions as are contained provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoagrees, within ten (10) days following after Landlord’s written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)therefor, execute to execute, acknowledge and deliver upon request any and all documents or instruments as may be required from time to time requested by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in necessary or proper to assure the form customarily required by such beneficiary) to subordinate this Lease and the rights subordination of Tenant under this Lease to any ground such mortgages, deed of trust, or underlying lease or to leasehold estates (hereinafter, an “SNDA”). Tenant agrees that in the lien event any proceedings are brought for the foreclosure of any mortgage or deed of trust; providedtrust or any deed in lieu thereof, however, that to attorn to the purchaser or any successors thereto upon any such beneficiary mayforeclosure 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, by written notice 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 given at agrees to provide copies of any time, subordinate the lien notices of its Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to this LeaseTenant 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 shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for waives the return provisions of any security deposit not actually recovered by such purchaser current or bound by future statute, rule or law which may give or purport to give Tenant any rent paid in advance right or election to terminate or otherwise adversely affect this Lease and the obligations of the calendar month Tenant hereunder in which the transfer event of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionforeclosure proceeding or sale.

Subordination. At (A) Notwithstanding anything herein to the option of Landlord or contrary, no Incentive Management Fee with respect to any of its mortgagees/deed of trust beneficiaries, this Lease Fiscal Year shall be either superior paid by the Partnership or accepted by Manager until (i) all of the interest and principal due and payable during such month or Fiscal Year, as the case may be, with respect to the First Mortgage Loan and the Subordinated Mortgage Loan (as those terms are defined in the Venture Agreement) (the "Loans") shall have been paid or provided for by the Partnership, and (ii) all interest and principal on any Additional Loan or Deficiency Loan and payments of any Preferred Return and Deferred Preferred Return, as those terms are defined in the Venture Agreement, due for such Fiscal Year and any prior Fiscal Year shall have been paid or provided for by the Partnership (all of the foregoing being herein referred to as "Senior Obligations"). All payments of the Incentive Management Fee with respect to any Fiscal Year shall be subordinate to all ground or underlying leases, mortgages the Senior Obligations in accordance with this Section 5.4 and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not any payments received by Manager in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment violation of the Premises disturbed foregoing shall be held in trust by Manager for the benefit of the holders of the Senior Obligations and shall be paid over or delivered to the holders of the Senior Obligations in accordance with their respective payment priorities. In addition, in the event of termination (a) a default under the Loans causing acceleration of any such ground the Loans or underlying lease(b) a sale by the Partnership of all or substantially all of the Resort or (c) the condemnation or insured casualty loss of all or substantially all of the Resort or (d) the liquidation, dissolution or winding up of the foreclosure of any such mortgage or deed of trustPartnership, no Incentive Management Fee shall be paid to which this Lease has Manager until all Senior Obligations have been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionfull.

Subordination. At During the option term of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Agreement, PIMSA shall be either superior have the right to encumber its interest in the Leased Property or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingin this Lease Agreement for any purpose it deems convenient, and to all renewals, modifications, consolidations, replacements COMPANY shall and extensions thereof; provided, that so long as Tenant is not hereby does subordinate its interest in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of Agreement and in the Premises disturbed Leased Property to such encumbrance. However, in the event of termination of any such ground encumbrance is foreclosed or underlying leasejudicially enforced, or the foreclosure of any such mortgage or deed of trust, one who holds the encumbrance shall agree to which honor this Lease has been subordinated pursuant to this SectionAgreement and accept the performance by COMPANY of its obligations hereunder. In the event of a termination or foreclosure, Tenant COMPANY shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as agreement which may be required from time to time by Landlord PIMSA in confirmation of such subordination and submit whatever public financial data may normally be requested by any trust, insurance company, bank or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement other recognized lending institution. Once that PIMSA shall have notified COMPANY in the form customarily required by such beneficiary) to subordinate writing that it has assigned its interest in this Lease and Agreement to any lending institution as security for a debt or other obligation of PIMSA, PIMSA shall not have the rights power to amend this Lease Agreement so as to reduce the rent, decrease the term or modify or negate any substantial obligation of Tenant COMPANY hereunder, or to accept a rescission of this contract, without the written consent of such lending institution. Such obligation shall continue until the lending institution shall have notified COMPANY in writing that such assignment has been terminated, on the understanding that if PIMSA fails to obtain such lending institution's approval to carry out the foregoing, the amendment of the term above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the lending institution should notify COMPANY in writing requiring the payment of rents hereunder directly to such lending institution or its representative, then COMPANY shall be obligated to pay to such lending institution or its representative each subsequent monthly rental coming due under this Lease Agreement (together with any unpaid rent then past due), until the date on which such lending institution notifies COMPANY authorizing payment of rent to any ground PIMSA or underlying lease or to the lien of any mortgage or deed of trust; provided, however, other party entitled thereto. COMPANY understands and agrees that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable except for the return advanced rental payments provided for in Paragraph A.1. of any security deposit Clause V of this Lease Agreement, PIMSA may not actually recovered by such purchaser or bound by collect any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.more than one

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/bona fide mortgagee or deed of trust beneficiariesbeneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, the rights of Tenant under this Lease and this Lease shall be either superior or subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and deeds upon the request of trustsuch successor to Landlord, if anyattorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect provided such successor in interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that Premises so long as Tenant is not in default under of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, this Lease sale or deed in lieu thereof shall not be terminated (a) liable for any, act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant’s quiet enjoyment . Landlord shall be liable to Tenant for all or any portion of the Premises disturbed Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in the event form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such additional documents, together with any and all Enforcement Expenses. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease has been subordinated pursuant to there is a deed of trust encumbering, and in force against, the Premises and the Lot in favor of _Guaranty Bank_ (the "Current Lender"). Simultaneously with Tenant's execution and delivery of this Section. In the event of a termination or foreclosureLease, Tenant shall become sign, notarize and deliver a tenant subordination, non-disturbance and attornment agreement substantially in the form of Exhibit I attached hereto, entitled "Subordination, Non-Disturbance and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in Attornment Agreement." Within twenty (20) business days after both parties have executed this Lease, Landlord shall deliver to Tenant a copy of the fully executed Subordination, Non-Disturbance and shall promptly execute Attornment Agreement, or if the Current Lender records said agreement, an endorsed copy of said agreement. If Landlord at any instrument reasonably required time during the Term of the Lease causes the Premises and the Lot to be encumbered by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any a new deed of trust encumbering or mortgage pursuant to which the Building)beneficiary of such deed of trust or mortgage is a party or entity other than the Current Lender, execute the parties acknowledge and deliver all instruments as agree that the form of any non- disturbance and attornment agreement that, may be required from time requested to time be executed and delivered by Landlord Tenant in connection therewith will not be the "Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit I, but will be in substantially the same form as Exhibit I hereto. If the foregoing occurs and/or if any party which acquires, or such beneficiary otherwise succeeds to, Landlord's interest in the Premises or the Lot (including without limitation limitation, any ground lessee) encumbers or places a lien against the Premises, the Building or the Lot with a mortgage, deed of trust or similar security instrument and the beneficiary thereof requires this Lease to be subordinated to such encumbrance or lien, Landlord or the successor of Landlord will use commercially reasonable efforts to provide to Tenant a subordination, nondisturbance non-disturbance and attornment agreement in form reasonably acceptable to Landlord or such successor of Landlord, the form customarily subject beneficiary and Tenant. If said subordination, non-disturbance and attornment agreement is required and agreed upon by the aforesaid parties, Landlord or the successor of Landlord, the subject beneficiary and Tenant shall cause any such beneficiary) subordination, non-disturbance and attornment agreement to subordinate this Lease be executed, acknowledged and recorded concurrently with, or as soon as practicable after, the rights execution and recordation of Tenant under any such lien, deed of trust or mortgage. In addition to the foregoing, if Landlord enters into a ground lease with regard to the Building and/or the Lot and such ground lessee requires this Lease to any be subordinated to such ground or underlying lease or lease, the ground lessee and ground lessor will use commercially reasonable efforts to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice provide to Tenant given at a subordination, non-disturbance and attornment agreement in form reasonably acceptable to such ground lessee, ground lessor, any time, subordinate the lien beneficiary of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordground lessee, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionto Tenant.

Subordination. At 15. Without the option necessity of Landlord or any additional document being executed by Tenant for the purpose of its mortgagees/deed of trust beneficiarieseffecting a subordination, this Lease shall be either superior or subject and subordinate to at all times to: (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 leases or underlying leases, mortgages and deeds or Landlord's interest or estate in any of trustsaid items is specified as security. Notwithstanding the foregoing, if any, which may hereafter affect Landlord shall have the Building, and right to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not subordinate or cause to be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of subordinated any such ground leases or underlying leaseleases or any such liens 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 the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant agrees to execute such non-disturbance 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 form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the foreclosure lien of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Sectionsecure debt. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successorhereby irrevocably appoints Landlord as attorney-in-interest fact of Tenant to Landlord upon the same terms execute, deliver and conditions as are contained in this Lease, and shall promptly execute record any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement documents in the form customarily required by such beneficiary) name and on behalf of Tenant. At Tenant´s request, Landlord shall use good faith efforts to subordinate this Lease and obtain from the rights of Tenant under this Lease to any ground or underlying lease or to the lien holder of any mortgage or deed of trust; provided, however, to secure debt that any such beneficiary may, by written notice to Tenant given at any time, subordinate may now or hereafter encumber the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at Building a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable non-disturbance agreement for the return benefit of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTenant.

Subordination. At (a) Subordinated Lender hereby postpones and subordinates in right of payment all of the option Subordinated Indebtedness to the Final Payment of Landlord all of the Senior Indebtedness. Subordinated Lender does not, as of the date hereof, hold any Liens or security interests in Borrower's Property. If at any time after the date hereof Senior Lender agrees in writing in its sole discretion to permit such Liens, Subordinated Lender hereby agrees that any Liens, security interests, claims and rights of any kind in favor of, or for the benefit of, Subordinated Lender in, to or against Borrower or Borrower's Property shall be junior, subordinate and subject in all respects to the Liens, security interests, claims and rights against Borrower and/or Borrower's Property of Senior Lender arising from or out of the Senior Indebtedness, which shall under all circumstances be and remain superior and prior in right of payment and enforcement to any Liens arising in favor of Subordinated Lender regardless of the order or time as of which any Liens attach to any of Borrower's Property, and notwithstanding the usual application of the priority provisions of the Uniform Commercial Code as in effect in any jurisdiction or any other applicable law or judicial decision of its mortgagees/deed of trust beneficiariesany jurisdiction, this Lease shall be either superior or subordinate to all ground whether the Subordinated Lender is perfected without filing or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not possession in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment any part of the Premises disturbed in Collateral, the event order or time of termination UCC filings or any other filings or recordings, the order or time of granting of any such ground or underlying leaseLiens, or the foreclosure physical possession of any such mortgage or deed of trust, to which Borrower's Property until this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained Agreement is terminated in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionaccordance with Section 25 hereof.

Subordination. At This Lease shall be subordinate to the Master Lease and to all renewals, modifications and extensions thereof. Further, at the option of Landlord or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided. Notwithstanding the foregoing, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of the Master Lessor or of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord, Master Lessor or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall Shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground CO or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree agrees that any purchaser at a foreclosure sale or lender taking title under a deed in deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any the security deposit to the extent it is not actually recovered received by such purchaser or bound by any rent paid in advance of for more than the calendar current month in which the transfer foreclosure occurred. Within thirty (30) days of title occurred; the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord shall deliver to Tenant executed and notarized nondisturbance agreements in writing from all lessors under all ground leases or underlying leases and lenders whose debt is secured by all or a portion of the Project, in form and content provided that the foregoing shall not release for in the applicable prior landlord from underlying ground lease or financing documents, as applicable, stating that so long as Tenant is not in default under any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest of the terms, covenants, conditions, or agreements of this Lease, this Lease and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries terms, provisions, and conditions of this SectionLease, 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. At (a) OWNER shall have the option right at any time and from time-to-time to create security interests in the form of Landlord or any of its mortgagees/a mortgage, bond, deed of trust beneficiariesor other similar lien or encumbrance (a “Mortgage") upon or affecting OWNER's fee estate in the PREMISES, or any part thereof, and the rights of TENANT under this Lease shall be either superior or subject and subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereofany such Mortgage; provided, however, that in the event of any foreclosure or sale under any such Mortgage or the delivery by OWNER of any deed-in-lieu of foreclosure to the holder of any such Mortgage, then the holder of any such Mortgage agrees not to disturb TENANT’S possession so long as Tenant TENANT is not in default under this Lease, the terms of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of beyond any notice and/or cure periods provided for under this Lease and attorns to such ground or underlying lease, holder or the foreclosure purchaser as OWNER under this Lease. Said subordination shall be self-operative and no further instrument of subordination shall be necessary unless required by any such mortgage or deed of trustMortgage holder, to in which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall alsoTENANT agrees to, within ten (10) days following written after request of Landlord (by OWNER or the beneficiary under any deed of trust encumbering the Building)Mortgage holder, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily reasonably required by such beneficiary) Mortgage holder to memorialize said subordination and to memorialize the terms of any related agreements between TENANT and such Mortgage holder. Any holder of any such Mortgage is herein referred to as "OWNER's Mortgagee(s)." Notwithstanding the foregoing, a OWNER's Mortgagee may at any time subordinate its Mortgage to this Lease without TENANT’S consent by notice in writing to TENANT, and the rights of Tenant under thereupon this Lease shall be deemed prior to any ground or underlying lease or such Mortgage without regard to their respective dates of execution and delivery and, in that event, such OWNER's Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the lien execution and delivery of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice Mortgage and had been assigned to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionOWNER's Mortgagee.

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

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Lessee’s rights under this Lease lease are and shall always be either superior or subordinate to all ground or underlying leasesthe operation and effect of any mortgage, mortgages and deeds deed of trust, if anyground lease, assignment of leases, or other security instrument or operating agreement now or hereafter place or governing the building or related improvements and land on which may hereafter affect the Buildingleased premises are located, or any part thereof by Lessor. This clause shall be self-operative, and no further instrument of subordination shall be required. In confirmation thereof, Lessee shall execute such further assistance as may be reasonably required by Lessor or any mortgagee, trustee, beneficiary, ground lessor, or assignee under any such mortgage, deed of trust, ground lease, assignment of leases, or other security instrument. The foregoing notwithstanding, any mortgage, trustee, beneficiary, lessee or assignee may elect that this lease shall have priority over its mortgage, deed of trust, ground lease, or other security instrument and upon notification of such election by any such mortgagee, beneficiary or ground lessor to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leaselessee, this Lease lease shall be deemed to have priority over said mortgage, deed of trust, ground lease, assignment of leases or other security instrument whether this lease is dated prior to or subsequent to the date of such mortgage, deed of trust, ground lease, assignment of leases or other security instrument. Lessee agrees to execute all instruments reasonably requested by any such mortgage, trustee, beneficiary, ground lessor or assignee to confirm such priority of subordination, as the case may be. Lessee hereby attorns to any successors to landlord’s interest in this lease, and shall recognize such successor as landlord hereunder. Lessee shall have the right to the peaceable possession of the leased premises for the term of this lease and any extension or renewal thereof and shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of the termination of any such ground or underlying lease, or the foreclosure of any such mortgage or mortgage, deed of trust, ground lease, assignment of leases, or security instrument now or hereafter placed or governing the demised premises, such successor in title to which this Lease has been subordinated pursuant the Lessor hereunder shall acknowledge and confirm to this Section. In the Lessee that the Lessee’s right not to be disturbed in the event of a the termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien foreclosure of any mortgage or mortgage, deed of trust; provided, howeverground lease, assignment of leases, or security instrument now or hereafter placed or governing the demised premises, such successor in title to the Lessor hereunder shall acknowledge and confirm to the Lessee that any the Lessee’s right to continue to occupy said premises pursuant to the term of this lease shall in no wise be affected by such beneficiary may, by written notice termination. Lessor hereby agrees not to Tenant given at any time, subordinate disturb the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission peaceable possession of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for Lessee under an Occupancy Lease in accordance with the return of any security deposit not actually recovered by hereinafter provided provision so long as such purchaser or bound by any rent paid Lessee performs its obligations in advance of the calendar month in which the transfer of title occurred; accordance with such hereinabove provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionprovision.

Subordination. At This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the option Project or any interest of Landlord therein which is now existing or any hereafter executed or recorded (“Encumbrance“); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of its mortgagees/deed of trust beneficiaries, the Encumbrance agrees in writing that this Lease shall be either superior survive the termination of the Encumbrance by lapse of time, foreclosure or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that otherwise so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment . Provided the conditions of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosurepreceding sentence are satisfied, Tenant shall become a tenant of execute and attorn deliver to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following after written request therefor by Landlord and in a form reasonably requested by Landlord, and the holder of any Encumbrance, 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, which documents may include customary commercially reasonable terms, such as the agreement of Tenant to provide such holder notice and opportunity to cure any Landlord default under the Lease (including the opportunity to take possession of the Building as provided in the Encumbrance). If the interest of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) Building is transferred pursuant to subordinate this Lease and the rights or in lieu of Tenant under this Lease to any ground or underlying lease or to the lien proceedings for enforcement of any mortgage Encumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust), Tenant shall, at the request of the new owner, immediately attorn to, and become the tenant of, the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease and, at such new owner’s request, shall execute a new lease confirming the lease terms of this Lease. In furtherance of the foregoing, any such successor to the Landlord shall not be liable for any offsets, defenses, claims, counterclaims, liabilities or obligations of the “landlord” under the Lease accruing prior to the date that such new owner exercises its rights pursuant to the preceding sentence; provided, however, that the foregoing shall in no event be interpreted to waive any such beneficiary mayoffsets, by written notice to Tenant given at any timedefenses, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale claims, counterclaims, liabilities or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses obligations which Tenant may have against to the extent the same arise in connection with circumstances arising or continuing after the date such new owner exercises its rights pursuant to the preceding sentence. Landlord, at its sole cost and expense, shall use commercially reasonable, good faith efforts to obtain from the current holder of any Encumbrance within thirty (30) days after complete execution of this Lease, a prior landlordSubordination, Non-Disturbance and Attornment Agreement (“SNDA“) in the form attached hereto as Exhibit J, evidencing the subordination of this Lease to the Encumbrance, the agreement of the holder of any such Encumbrance to not disturb Tenant upon termination of such Encumbrance so long as Tenant is not in default under the Lease, and shall not be liable for the return agreement of any security deposit not actually recovered by Tenant to attorn to the holder of such purchaser or bound by any rent paid in advance Encumbrance. Within ten (10) business days after receipt of the calendar month in which SNDA Tenant shall execute and deliver the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligationsSNDA to Landlord. Tenant acknowledges that Landlord’s mortgagees failure to obtain the SNDA for Tenant shall have no effect on the rights, obligations and successors-in-interest liabilities of Landlord and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionTenant or be considered to be a default by Landlord hereunder.

Subordination. At This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the option Project or any interest of Landlord therein which is now existing or any hereafter executed or recorded (“Encumbrance”); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of its mortgagees/deed of trust beneficiaries, the Encumbrance agrees in writing that this Lease shall be either superior survive the termination of the Encumbrance by lapse of time, foreclosure or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that otherwise so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment . Provided the conditions of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosurepreceding sentence are satisfied, Tenant shall become a tenant of execute and attorn deliver to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following after written request therefor by Landlord and in a form reasonably requested by Landlord, and the holder of any Encumbrance, 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, which documents may include customary commercially reasonable terms, such as the agreement of Tenant to provide such holder notice and opportunity to cure any Landlord default under the Lease (including the opportunity to take possession of the Project as provided in the Encumbrance). If the interest of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) Project is transferred pursuant to subordinate this Lease and the rights or in lieu of Tenant under this Lease to any ground or underlying lease or to the lien proceedings for enforcement of any mortgage Encumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust; provided), howeverTenant shall, that any at the request of the new owner, immediately attorn to, and become the tenant of, the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease and, at such beneficiary maynew owner’s request, by written notice to Tenant given at any time, subordinate shall execute a new lease confirming the lien lease terms of its deed of trust to this Lease. Tenant shall agree that In furtherance of the foregoing, any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject such successor to any offsets or defenses Tenant may have against a prior landlord, and the Landlord shall not be liable for the return of any security deposit not actually recovered by such purchaser offsets, defenses, claims, counterclaims, liabilities or bound by any rent paid in advance obligations of the calendar month in which “landlord” under the transfer of title occurred; provided Lease accruing prior to the date that such new owner exercises its rights pursuant to the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionpreceding sentence.

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Tenant hereunder shall be either superior or and are subject and subordinate at all times to all ground or underlying leases, mortgages and any deeds of trust, if anymortgages, which may installment sale agreements and other instruments or encumbrances, as well as to any ground leases or primary leases, that now or hereafter affect cover all or any part of the Building, the Land or an interest of Landlord therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any of such deeds of trust, mortgagee, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the necessity of any further action on the part of Tenant to effectuate such subordination. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instrument and certificates that so long in the reasonable 13 Judgment of Landlord may be necessary or proper to confirm or evidence such subordination. Notwithstanding the foregoing, if any mortgagee, trust beneficiary or ground lessor shall elect to have this Lease treated as if it became effective and Tenant is not in default under this had taken possession prior to the lien of its mortgage or deed of trust or prior to its ground Lease, and shall give notice thereof to Tenant, this Lease shall not be terminated deemed to have become effective and Tenant's right to possession shall be considered prior to such mortgage, deed of trust, or Tenant’s quiet enjoyment prior to its ground lease whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the Premises disturbed in date of recording thereof. In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclosure is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn attain to the successor-in-interest purchaser at the foreclosure sale or to Landlord upon the same terms and conditions as are contained grantee under the deed in lieu of foreclosure; in the event any ground lease to which this LeaseLease is subordinate is terminated, and Tenant shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeattain to the ground lessor. Tenant shall alsoupon demand at any time execute, within ten acknowledge and deliver to Landlord's mortgagee (10) days following written request of Landlord (or including the beneficiary under any deed of trust) or other holder any and all instruments and certificates that in the Judgment of Landlord's mortgagee may be necessary or proper to confirm or evidence such attainment. Notwithstanding the foregoing, Landlord shall make reasonable efforts to obtain a non-disturbance agreement from all mortgagees and beneficiaries of any deeds of trust encumbering now or hereafter placed on the Building), execute and deliver all instruments as may provided that the same can be required from time obtained at no Cost, expense, or liability to time by Landlord. Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedshall, however, that any such beneficiary may, by written notice have no liability to Tenant given at any time, subordinate the lien as a result of its deed of trust failure to this Lease. Tenant shall agree that obtain any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlordnon-disturbance agreement, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLandlord endeavored in good faith to obtain such an agreement.

Subordination. At the option of Landlord Landlord, the Ground Lessor, or any lender of its mortgagees/deed of trust beneficiariesLandlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to the Ground Leases and to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default no Event of Default exists under this Lease, this Lease shall not be terminated or Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall shall, subject to the provisions of Section 12.5 of the Ground Leases, become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At 31.01 Subject to the option following requirements, at the election of Landlord or any mortgagee with a lien on the Project or any ground lessor with respect to the Project, this Lease will be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and (b) the lien of its mortgagees/any mortgage or deed of trust beneficiarieswhich may now exist or hereafter be executed in any amount for which the Project, this Lease shall be either superior or subordinate to all ground leases or underlying leases, mortgages or Landlord's interest or estate in any of said items is specified as security. Such subordination shall not materially and deeds of trust, if any, which may hereafter adversely affect the Building, Tenant's rights and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default obligations under this Lease, and shall be subject to the execution by such mortgagee, beneficiary, or ground lessor of a nondisturbance agreement reasonable conforming with the terms of this Section 31.01. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant will, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver to Landlord any document or instrument reasonably requested by Landlord or its ground lessor, mortgagee or beneficiary under a deed of trust evidencing such subordination of this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of with respect to any such ground lease or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successorhereby irrevocably appoints Landlord as attorney-in-interest fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time agrees to time by Landlord or such beneficiary (including without limitation any subordination, exercise commercially reasonable efforts to obtain a nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or with respect to the lien current holder of any mortgage or the deed of trusttrust on the Project within a reasonable period of time after the execution of this Lease; provided, however, that any failure of Landlord to obtain such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure non-disturbance and attornment agreement shall not be responsible for any act or omission of constitute a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered default by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionLandlord hereunder.

Subordination. At This Lease is subject and subordinate to any and all mortgages or deeds of trust currently existing on the option property of which the Premises is a part, and this clause shall be self-operative without any further instrument necessary to effect such subordination; however, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate(s) in a commercially reasonable form as Landlord may reasonably request evidencing the subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust; provided, further, upon Tenant’s request, Landlord shall use reasonable efforts to obtain a non-disturbance agreement in a commercially reasonable form from any such mortgagee, trustee or beneficiary currently having an interest in all or any portion of its mortgagees/deed the Premises. Subject to the condition precedent that Landlord provide Tenant with a non-disturbance agreement in a commercially reasonable form in favor of trust beneficiariesTenant from any mortgagee, trustee or beneficiary, this Lease shall be either superior or subject and subordinate to all ground any mortgage or underlying leases, mortgages and deeds deed of trust, if any, trust which may hereafter affect encumber the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant property of which the Premises is not in default a part. Tenant’s obligations under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed continue in the event of termination of full force and effect notwithstanding any such ground default proceedings under a mortgage or underlying leasedeed of trust and shall attorn to the mortgagee, trustee or the foreclosure beneficiary of any such mortgage or deed of trust, and their successors or assigns, and to which the transferee under any foreclosure or default proceedings and subject to the terms of the non-disturbance agreement, the mortgagee, trustee or beneficiary or their successors or assigns shall be bound by all of the obligations of Landlord under this Lease has been subordinated pursuant to this Sectionwhich accrue after such foreclosure or default proceeding. In the event of a termination or foreclosureTenant will, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required request by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground other person designated by Landlord, any instrument or underlying lease or instruments in a commercially reasonable form required to give effect to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this Sectionparagraph.

Subordination. At (A) The payment and performance of the option Subordinated Indebtedness is hereby subordinated to the Final Payment of Landlord the Senior Indebtedness and except for Allowed Payments (defined herein), Subordinated Lender will not ask, demand, sue xxx, take or receive from Borrower by setoff or in any other manner, the whole or any part of its mortgagees/deed the Subordinated Indebtedness which may now or hereafter be owing by Borrower and will not take any negotiable instruments evidencing such amounts for any of trust beneficiariesthe foregoing, this Lease unless and until there is a Final Payment of the Senior Indebtedness. Subordinated Lender now possesses and hereafter may acquire Liens or security interests in the Collateral and hereby agrees that except for Permitted First Liens, any Liens, security interests, claims and rights of any kind it may now possess or hereafter acquire against Borrower, any Obligor and/or the Collateral shall be either superior subordinate and subject to the Liens, security interests, claims and rights against Borrower, any Obligor and/or the Collateral of Senior Lender arising from or subordinate out of the Senior Indebtedness, regardless of the order or time as of which any Liens attach to all ground any of the Collateral, the order or underlying leasestime of UCC filing or any other filings, mortgages notices or recordings, the order or time of granting of any such Liens, or the physical possession of any of the Collateral until this Agreement is terminated in accordance with Section 26 hereof. Unless otherwise permitted by the terms of this Agreement, the Subordinated Lender shall have no right to possession of any Collateral or to foreclose upon any Collateral, whether by judicial action or otherwise, unless and deeds until the Senior Indebtedness has been Finally Paid. The Subordinated Lender also hereby agrees that, regardless of trustwhether any of the Senior Indebtedness is secured or unsecured, Senior Lender shall be subrogated to the Subordinated Lender with respect to the Subordinated Lender's claims against Borrower and the Subordinated Lender's Liens, if any, which may hereafter affect in any of Borrower's Collateral and the Building, and to proceeds thereof until all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease Senior Indebtedness has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this SectionFinally Paid.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiariesLandlord, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this LeaseLease beyond any applicable cure period, this Lease shall not be terminated or Tenant’s 's quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease has been subordinated pursuant to this Section. Any such subordination instrument presented for Tenant's signature shall be in form reasonably acceptable to Tenant and shall contain nondisturbance provisions for Tenant's benefit substantially in accordance with the provisions for Tenant's benefit set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s 's successor for that purpose. Tenant shall also, within ten (10) days following upon written request of Landlord (or the beneficiary under any deed of trust encumbering the Building)Landlord, execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust (provided that such instruments include the nondisturbance and attornment provisions set forth above in form reasonably acceptable to Tenant), howeveror, that if requested by Landlord, to subordinate, in whole or in part, any such beneficiary may, by written notice to Tenant given at any time, subordinate ground or underlying lease or the lien of its any mortgage or deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under The Building is currently subject to a deed of trust in lieu favor of foreclosure shall not be responsible for any act or omission The Prudential Insurance Company of a prior landlordAmerica, shall not be subject to any offsets or defenses Tenant may have against a prior landlordas beneficiary, and shall not be liable for Landlord agrees that it will provide to Tenant a nondisturbance agreement in substantially the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of form attached hereto as EXHIBIT G within thirty (30) days after the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries date of this SectionLease.

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

Subordination. At To the option fullest extent permitted by law, this Lease, the rights of Landlord Tenant under this Lease and Tenant's leasehold interest shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Land, or any other portion of its mortgagees/the Project, and (ii) the lien of any mortgage or deed of trust beneficiarieswhich may now or hereafter exist for which the Building, this Lease shall be either superior or subordinate to all the Land, ground leases or underlying leases, mortgages and deeds any other portion of the Project or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to require this Lease be superior to any such ground leases or underlying leases or any such liens, mortgage or deed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, if anyTenant shall attorn to and become the Tenant of the successor in interest to Landlord, which may hereafter affect the Buildingprovided such successor in interest will not disturb Tenant's use, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated occupancy or Tenant’s quiet enjoyment of the Premises disturbed if Tenant is not in material default of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Xxxxxxxx, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Xxxxxxxx and in the event form reasonably requested by Xxxxxxxx, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At This Lease is and shall be subordinate to all mortgages, which may now or in the option future be a lien upon the real property of Landlord which the demised Property form a part and are recorded amongst the public records of Indian River County, Florida, and to any modifications, extensions, renewals and/or replacements thereof, provided, however, that during the initial five (5) year term of this Lease, LESSOR agrees not to encumber the leased property in an amount greater than $900,000.00. In the event any proceedings are brought for the foreclosure of, or in any event of its mortgagees/exercise of the power of sale under, any mortgage covering the leased Property or in the event a deed is given in lieu of trust beneficiariesforeclosure of any such mortgage, LESSEE shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or grantee in lieu of foreclosure, as the LESSOR under this Lease. Provided, however, that if this Lease is in full force and effect, the right to possession of LESSEE to the Property and LESSEE's rights arising out of this Lease shall not be either superior affected or subordinate disturbed by the rights of the mortgagee in the exercise of any rights under the mortgage or note secured thereby, nor shall LESSEE be named as a party defendant to all ground any foreclosure to the lien of the mortgage. In the event that the mortgagee, or underlying leasesany person, mortgages and deeds acquires title to the lease Property pursuant to the exercise of trust, if any, which may hereafter affect any remedy provided for in the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Leasemortgage, this Lease shall not be terminated or Tenant’s quiet enjoyment affected by said foreclosure or sale, or any such proceeding, and the mortgagee shall agree that any sale of the Premises disturbed in leased Property pursuant to the event of termination exercise of any such ground or underlying leaserights and remedies under the mortgage, or the foreclosure of any such mortgage or deed of trustotherwise, shall be made subject to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to LESSEE hereunder. Attached hereto and incorporated herein is the lien of any mortgage or deed of trust; providedExhibit "C", howeverSubordination, that any such beneficiary mayNon-Disturbance and Attornment Agreement between LESSOR, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlordLESSEE, and shall not be liable for LENDER, as fully executed by the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of respective LESSOR, LESSEE, and LENDER, reflecting the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries provisions of this SectionParagraph 5.

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

Subordination. At This Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the option 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 all other respects to any Mortgage now or hereafter in force and effect upon or encumbering Landlord’s interest in the Premises, 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 Rent, issues and profits hereof or herefrom 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, consolidations and replacements of, and all amendments and supplements to, any such Mortgage or assignment, and upon recording of its mortgagees/deed any such Mortgage or assignment, 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 trust beneficiariesthe dates of execution, delivery or recordation of any such Mortgage or assignment; provided, however, that such subordination shall be upon the express condition that the validity of this Lease shall be either superior recognized by the holder or subordinate to all ground beneficiary of any such Mortgage or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Buildingassignment, and that, notwithstanding any default by Landlord with respect to all renewalssuch Mortgage or assignment, modifications, consolidations, replacements Tenant’s possession and extensions thereof; provided, that so long as Tenant is not in default right of use under this Lease, this Lease in and to the Premises shall not be disturbed by such holder or beneficiary thereunder unless and until there shall be an Event of Default under this Lease and Tenant’s right to possession hereunder shall have been terminated in accordance with the provisions of this Lease. The foregoing subordination provisions of this Section 15.1 shall be automatic and self-operative. However, if procedurally required by law, the holder or beneficiary proposed holder or beneficiary of any such Mortgage or assignment, together with Tenant and Landlord, shall execute and deliver a subordination, non-disturbance and attornment agreement substantially in the form attached as Exhibit D hereto, or as otherwise mutually agreed to, subordinating Tenant’s interest hereunder or Tenant’s quiet enjoyment of leasehold interest in the Premises disturbed in the event of termination of to any such ground Mortgage or underlying leaseassignment in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section 15.1, or and provided such instrument recites the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosureforegoing non-disturbance rights in Tenant’s favor, Tenant shall become a tenant of execute and attorn deliver the same to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, requesting party within ten (10) days following Tenant’s receipt of such a written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionrequest.

Subordination. At the option This Lease and all rights of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease Tenant hereunder shall be either superior or and are subject and subordinate at all times to all ground or underlying leases, mortgages and any deeds of trust, if anymortgages, which may installment sale agreements and other instruments or encumbrances, as well as to any ground leases or primary leases, that now or hereafter affect cover all or any part of the Building, the Land or an interest of Landlord therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; providedof any of such deeds of trust, mortgages, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the necessity of any further action on the part of Tenant to effectuate such subordination. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments and certificates that so long in the reasonable judgment of Landlord may be necessary or proper to confirm or evidence such subordination. Notwithstanding the foregoing, if any mortgagee, trust beneficiary or ground lessor shall elect to have this Lease treated as if it became effective and Tenant is not in default under this Leasehad taken possession prior to the lien of its mortgage or deed of trust or prior to its ground lease, and shall give notice thereof to Tenant, this Lease shall not be terminated deemed to have become effective, and Tenant's right to possession shall be considered prior to such mortgage, deed of trust, or Tenant’s quiet enjoyment prior to its ground lease whether this Lease is dated prior or subsequent to the date of said mortgage, deed to trust or ground lease or the Premises disturbed in date of recording thereof. In the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, trust to which this Lease has been subordinated pursuant is subordinate is foreclosed or a deed in lieu of foreclose is given to this Section. In the event of a termination mortgagee or foreclosurebeneficiary, Tenant shall become a tenant of and attorn to the successor-in-interest purchaser at the foreclosure sale or the grantee under the deed in lieu of foreclosures; in the event any ground lease to Landlord upon which this Lease is subordinated is terminated, Tenant shall attorn to the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purposeground lessor. Tenant shall alsoupon demand at any time execute, within ten acknowledge and deliver the Landlord's mortgagee (10) days following written request of Landlord (or including the beneficiary under any deed of trust encumbering the Building), execute trust) or other holder any and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement certificates that in the form customarily required by judgment of Landlord's mortgagee may necessary or proper to confirm or evidence such beneficiary) attornment. Notwithstanding the foregoing, Landlord shall make reasonable efforts to subordinate this Lease obtain a non-disturbance agreement from all mortgagees and the rights of Tenant under this Lease to any ground or underlying lease or to the lien beneficiaries of any mortgage deeds of trust now or deed of trust; providedhereafter placed on the Buildings, provided that the same can be obtained at no cost, expense, or liability to Landlord. Landlord shall, however, that any such beneficiary may, by written notice have no liability to Tenant given at any time, subordinate the lien as a result of its deed of trust failure to this Lease. Tenant shall agree obtain any disturbance agreement, provide that any purchaser at a foreclosure sale or lender taking title under a deed Landlord endeavored in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject good faith to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by obtain such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionan agreement.

Subordination. At Without the option necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any of its mortgagees/deed of trust beneficiariesfirst mortgagee. with a lien on the Site, the Premises, the Building (or any portion thereof) or any ground lessor with respect to the Site and/or the Building (or any portion thereof), this Lease shall be either superior or subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Site, the Premises, the Building (or any portion thereof) or the land upon which the Building is situated or both, and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Site, the Premises, the Building, land, ground leases or underlying leases, mortgages and deeds or Landlord’s interest or estate in any of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereofsaid items is specified as security; provided, however, that any such self-operating subordination shall be expressly conditioned on Tenant’s rights under this Lease not being disturbed so long as Tenant is not in default under this LeaseLease (after notice and applicable cure periods). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the Tenant of the successor in interest to Landlord and in such event Tenant’s right to possession of the Premises shall not be disturbed if Tenant is not in default under this Lease (after notice and applicable cure periods), unless the Lease is otherwise terminated or Tenant’s quiet enjoyment of the Premises disturbed pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the event form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of termination of this Lease with respect to any such ground leases or underlying lease, leases or the foreclosure lien of any such mortgage or deed of trust, . Should Tenant fail to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of sign and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute return any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, such documents within ten (10) business days following written request of receipt of a second demand for the execution of such documentation, Tenant shall be in default of this Lease. Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time shall use its commercially reasonable efforts to time by Landlord or such beneficiary (including without limitation any obtain a subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and the rights agreement, on Landlord’s lender’s standard form, within a reasonable time following execution of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Section.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this This Lease and the rights of Tenant hereunder shall be subject and subordinate to any Mortgage, and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith, so long as in connection therewith the holder of any such Mortgage and Tenant shall have executed an agreement in commercially reasonable form and substance (with due weight being given to the amount of space then being leased by Tenant) which provides, inter alia, (i) that so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant's rights under this Lease to any ground shall not be disturbed by reason of such subordination or underlying lease by reason of foreclosure of such Mortgage, or to exercise of the lien statutory power of any mortgage sale, or deed receipt of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure, and (ii) that Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. Until the holder of such Mortgage shall enter into actual possession of the Leased Premises, such holder shall not be responsible liable to perform any of the obligations of Landlord hereunder. In the event of attornment by Tenant pursuant to the provisions of this Section 4.10, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein (including, without limitation, the obligation of Landlord to provide Basic Services pursuant to Section 3.01(a)), except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment of modification of this Lease made without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any act or omission omission, neglect or default on the part of a prior landlordLandlord under this Lease, shall not (d) obligated to perform any tenant improvements to be done by Landlord in the Leased Premises (other than the Initial Tenant Improvements), or (e) subject to any offsets counterclaim or defenses set-off which theretofore accrued to Tenant may have against a prior landlordLandlord. Without the consent of Tenant, and shall not be liable for the return holder of any security deposit not actually recovered by such purchaser or bound by any rent paid in advance of Mortgage shall have the calendar month in right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder may direct which are consistent with the transfer of title occurred; provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionprovisions hereof.

Subordination. At the option of Landlord or any of its mortgagees/deed of trust beneficiaries, this This Lease shall at all times be either superior or and remain subject and subordinate to all ground or underlying leasesthe lien of any mortgage, mortgages and deeds deed of trust, if any, which may ground lease or underlying lease now or hereafter affect in force against the BuildingPremises, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not advances made or hereafter to be terminated or Tenant’s quiet enjoyment of made upon the Premises disturbed in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, security thereof Tenant shall become a tenant of execute and attorn to the successor-in-interest return to Landlord upon any customary documentation requested by Landlord in order to confirm the same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, foregoing subordination within ten (10) days following after Landlord’s written request of Landlord (request. In the event any proceedings are brought for foreclosure, or the beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease and event of the rights exercise of Tenant the power of sale under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; providedtrust made by the Landlord covering the Premises, however, that Tenant shall attorn to the purchaser at any such beneficiary mayforeclosure, by written notice or to Tenant given at any time, subordinate the lien grantee of its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease. Tenant agrees that no mortgagee or successor to such mortgagee shall not be responsible (i) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or such successor in interest, (iii) liable for damages for any breach, act or omission of a any prior landlord, shall not be or (iv) subject to any offsets claim of offset or defenses that Tenant may have against a any prior landlord, and ; provided that such mortgagee or successor shall not be liable for relieved of the return obligation to comply with all of the Landlord’s obligations under the Lease accruing from and after the date such mortgagee or successor takes title to the Project, irrespective of whether the original noncompliance with any such obligation arose prior to and is continuing as of such date, or arose on or after such date (provided however that if such obligation arose prior to the date such mortgagee or successor took title to the Project, such mortgagee or successor shall not be deemed in default until after the provision of any security deposit not actually recovered notice of default required by this Lease to such purchaser mortgagee or bound by any rent paid in advance of successor, and its failure to cure same within the calendar month in which the transfer of title occurred; cure period provided that the foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s mortgagees and successors-in-interest and all beneficiaries under deeds of trust encumbering the Building are intended third party beneficiaries of this Sectionherein).

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

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