Common use of Subordination Clause in Contracts

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

Subordination. This Lease The rights and claims of the rights holders of Tenant hereunder are expressly subject and subordinate the Tier 2 Notes (the Tier 2 Noteholders), of the holders of the Coupons (if any) relating thereto (such Coupons, the Tier 2 Coupons (which expression includes, where the context so admits, the Talons (if any) relating to such Coupons (the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage"Tier 2 Talons) and any renewalssuch holders, extensions, modifications, consolidations and replacements thereofthe Tier 2 Couponholders, which now or hereafter affect all or any portion expression includes, where the context so admits, the holders of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Tier 2 Talons) and of the Landlord Mortgage Trustee ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of the Trustee in its personal capacity under this Trust Deed) against the Issuer in respect of or arising under the Tier 2 Notes and the relative Tier 2 Coupons and this Trust Deed (including any amounts attributable to execute the Tier 2 Notes and deliver to Landlord the relative Tier 2 Coupons and this Trust Deed and any Landlord Lender at damages awarded for breach of any time and from time to time all such documents reasonably requested by Landlord obligations) will be subordinated, in the event of the Winding Up or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lendera Qualifying Procedure of the Issuer, to confirm the claims of all Senior Creditors (as defined in Clause 5(b)) but shall rank at least pari passu with the claims of Parity Creditors and with the claims of holders of all other subordinated obligations (including guarantee obligations) of the Issuer which by law rank, or effect such subordination includingby their terms are expressed to rank, without limitationpari passu with the Tier 2 Notes and/or Tier 2 Coupons and shall rank in priority to the claims of Junior Creditors, an SNDA substantially the claims of holders of all undated or perpetual, junior subordinated obligations (including guarantee obligations) of the Issuer and to the claims of holders of all classes of share capital of the Issuer and, accordingly, no amount shall be payable to the Tier 2 Noteholders or the Tier 2 Couponholders in respect of the Tier 2 Notes and the relative Tier 2 Coupons (if any) until the claims of all Senior Creditors admitted in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure Winding Up or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall Qualifying Procedure have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentbeen satisfied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively "encumbrances") which may now affect the lien Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance ("Holder") require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalstrust, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except Holder agrees to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and recognize Tenant's rights under this Lease so as long as there shall be no Event Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of Default on behalf of Tenant hereunderthis Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request Landlord's written request, Tenant shall execute any documentation reasonably documents required by Landlord or the Holder to make this Lease subordinate to any TF Lender or lien of the Encumbrance. If Tenant Lenderfails to do so, which are reasonably acceptable then in addition to Landlord and any Landlord Lendersuch failure constituting a default by Tenant, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which it shall be deemed that this Lease is subject so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section, Tenant hereby attorns and subordinate shall have agrees to attorn to any entity purchasing or otherwise acquiring the right, at its sole option, Premises at any time, to subordinate and subject the Landlord Mortgage, in whole sale or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound other proceeding or pursuant to the terms exercise of any material modification other rights, powers or amendment of this Lease entered into after the date of remedies under such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentencumbrance.

Subordination. This Lease and Landlord certifies that, as of the rights Effective Date, it has not entered into or granted any ground lease, mortgage, deed of Tenant hereunder are expressly subject and subordinate to the lien trust, or other security instrument of any mortgage or deed of trust constituting a lien on Landlord's fee interest in kind that encumbers the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all Project or any portion thereof for the benefit of any third party to secure any financing transaction to which Landlord or any affiliate is a party (collectively, an “Encumbrance”). From and after the Effective Date, if the holder of any Encumbrance (“Holder”) desires that this Lease be subordinate to said Encumbrance, Landlord shall cause the Holder thereof to deliver to Tenant a subordination, non-disturbance and attornment agreement (the “SNDA”) on such form as then generally used by the Holder, and providing for customary nondisturbance language, which (1) may contain exclusions with respect to certain obligations of Landlord not assumed by the Holder as well as extensions of time for the Holder to cure any defaults of Landlord under this Lease before Tenant is entitled to exercise any remedies available to it under this Lease, at law or in equity) to the effect that, notwithstanding such subordination, Tenant’s right to quiet possession of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing shall not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease be disturbed so long as there Tenant shall pay the Rent and all other sums due hereunder and observe and perform all of the provisions of this Lease to be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute observed and deliver to Landlord performed by Tenant, and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided (2) shall provide that such Landlord Lender agrees to recognize Holder recognizes this Lease Lease, and the rights of Tenant set forth herein for that so long as there the Lease shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect (a) the Lease and Tenant’s leasehold interest will not be extinguished or terminated nor will the possession or rights thereunder of Tenant be disturbed, affected, or impaired by the foreclosure of such mortgage arising out of any default thereunder or by delivery of a deed in accordance lieu of foreclosure of such mortgage or otherwise or by termination of such ground lease or default by Landlord thereunder; (b) Tenant shall not be named or joined as a party defendant or otherwise in any proceeding for the foreclosure of any such mortgage or to enforce any rights thereunder or any proceeding to enforce any rights under any such ground lease; (c) all condemnation awards and payments and all proceeds of insurance paid or payable with its termsrespect to the Premises shall be applied and used in the manner set forth in the Lease; and (d) neither the mortgage nor any other security instrument executed in connection therewith nor any ground lease shall cover or be construed as subjecting in any manner to the lien thereof of any trade fixtures, business equipment, signs, or other personal property at any time supplied or installed by Tenant in or on the Premises, regardless of the manner or mode of attachment thereof to the Premises. Landlord All nondisturbance agreements shall acknowledge that, to the extent the Improvement Allowance (including allowances for expansion, renewals, and any Landlord Lender initial construction) is not fully funded by Landlord, Tenant may deduct the amount of the unfunded portion of the Improvement Allowance, subject to Exhibit C-1. Tenant shall execute and deliver such instrument to Landlord within ten (10) days after request Business Days following demand by Landlord. Any cost or fee required to be paid to Holder to obtain the SNDA, including any documentation reasonably attorneys’ fees incurred in the negotiation thereof, shall be paid for by Tenant, as and when requested by Holder; provided, however, Landlord shall pay for any application or processing fee required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to under the terms of any material modification or amendment its loan documents with Holder as a condition to the issuance of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentan SNDA.

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

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the lien Premises, to any covenants, conditions or restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust trust, Holder agrees to recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Within ten (10) business days after Landlord’s written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsdefault by Tenant, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides it shall be deemed that this Lease is superior so subordinated to it); provided that such Encumbrance. Notwithstanding anything to the holder contrary in this Section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such encumbrance. Within forty five (45) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord Mortgage shall deliver to Tenant notarized nondisturbance agreements or other evidence acceptable to Tenant ("Landlord Lender"each a “Nondisturbance Agreement”) agrees in writing not to disturb Tenantfrom all lessors under all Underlying Leases and from all beneficiaries under all Encumbrances affecting the Premises, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease stating that so long as there shall be no Event Tenant is not in default under any of Default on behalf the terms, covenants, conditions, or agreements of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderthis Lease, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and all of the rights terms, provisions, and conditions of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)this Lease, this Lease shall remain in full force and effect in accordance with its termseffect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Lease Term or any extension thereof. In the event Landlord does not deliver the required Nondisturbance Agreement(s) within the aforementioned 60-day period, Tenant may terminate this Lease and any Landlord Lender shall execute within be released of all obligations hereunder by giving ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderdays’ written notice to Landlord, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate termination shall have the right, at its be Tenant’s sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentremedy.

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

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

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

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

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

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

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

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

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

Subordination. This Lease All claims of the Holder to principal, interest and the rights any other amounts at any time owed under this Note (collectively, “Junior Indebtedness”) are hereby expressly subordinated in right of Tenant hereunder are expressly subject and subordinate payment, as herein set forth, to the lien prior payment in full of all Senior Indebtedness (as defined below). No payment under Junior Indebtedness shall be made by the Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment, exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any mortgage of the Senior Indebtedness has been accelerated and such acceleration has not been waived or deed of trust constituting a lien on Landlord's fee interest such Senior Indebtedness has not been paid in full; provided, however, that (x) in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Landlord Mortgage Holder may accelerate the indebtedness evidenced by this Note, and ("Landlord Lender"y) agrees in writing not to disturb Tenant, Tenant's right to possession and use if the Company is permitted under the terms of the Premises Senior Indebtedness to pay an amount due and Tenant's rights owing under this Lease Note and fails to make such payment, then so long as there the terms of the Senior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate hereunder). Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be no Event entitled to rely on the subordination provisions set forth in this Note. Upon the request of Default on behalf the Company or any holder of Tenant hereunder. Tenant agrees to Senior Indebtedness, the Holder shall confirm (in writing) the above subordination provisions and shall execute and deliver to Landlord and such additional subordination agreements as any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have Senior Indebtedness may require. For purposes hereof, “Senior Indebtedness” means, all indebtedness of the rightCompany, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after whether outstanding on the date of such Landlord Mortgagethe execution of this Note or thereafter created, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagefollowing lenders to the Company: SILAC Insurance Company, Tenant shall not pay to Landlord any installment of Base Rent more than one (Leonite Capital LLC, Leonite Fund I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.LP and Mast Hill Fund, L.P.

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to to: (a) any reciprocal easement agreements or any other easements affecting the Premises and (b) the lien of any mortgage mortgage, which Landlord may now or deed of trust constituting a lien on Landlord's fee interest in hereafter place upon the Premises ("Landlord Mortgage") Premises, and all terms, conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications, consolidations and modifi- cations or replacements thereof, which now or hereafter affect all or any portion provided Tenant's quiet enjoyment of the Premises (except is not disturbed. In the event that the Landlord's lender shall agree to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use sale or other conveyance of the Premises pursuant to the exercise of any rights and Tenant's rights remedies under this Lease so long as there a mortgage affecting the Premises or otherwise, such sale shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees made subject to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long hereunder, provided Tenant's quiet enjoyment of the Premises is not disturbed. Tenant agrees to attorn to the Landlord's lender or such person who may acquire title as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)its new Landlord, this and the Lease shall remain continue in full force and effect as a direct lease between Tenant and Landlord's lender or such other person, upon all the terms, covenants and agreements set forth in accordance with its termsthis Lease, provided Tenant's quiet enjoyment of the Premises is not disturbed. Tenant shall cooperate and use commercially reasonable efforts to execute or obtain execution of such instruments as Landlord may deem necessary to effectuate said subordination, sale, foreclosure, and any Landlord Lender shall execute adornment within ten (10) business days after request of Landlord's request. Such instruments may require Tenant to notify the Landlord's lender of defaults by Landlord hereunder, to make rental payments to the Landlord's lender upon proper notice, and to allow the Landlord's lender a reasonable time to cure defaults hereunder, if Landlord has not done so. Landlord shall obtain a subordination, non-disturbance and attornment agreement from the current Landlord's lender in the form attached hereto as Exhibit E within thirty (30) days of the execution of this Lease by both Landlord and Tenant, and Landlord shall use best efforts to obtain a sub- ordination, non-disturbance and attornment agreement from any documentation reasonably required by any TF Lender future Landlord's lender, in a form substantially similar to Exhibit E or Tenant Lender, which are reasonably acceptable to Landlord Tenant and such Landlord's lender or other institutional lenders. The subordination of Tenant's rights hereunder to any Landlord Lender, to confirm the priority of future Landlord's lender shall be conditioned upon such future Landlord's lender's interestsexecution and delivery of a subordination, non-disturbance and attornment agreement in a form substantially similar to Exhibit E or reasonably acceptable to Tenant and such Landlord's lender or other institutional lenders. Notwithstanding If Tenant fails to execute a subordination, non-disturbance and attornment agreement in substantially the provisions same form as Exhibit E within ten (10) business of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Landlord's request,Tenant hereby agrees that any appoints Landlord Lender shall not be bound as its attorney-in-fact to the terms of any material modification or amendment of this Lease entered into after the date of execute such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month document in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant's place.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the lien of any mortgage Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, which now or hereafter affect all or any portion but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Premises Mortgagee within 10 Business Days following Landlord’s request; provided, however, Tenant acknowledges and agrees that any such agreement shall, among other things, recognize that: (i) the Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease; (ii) the Mortgagee shall not be liable for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to the Mortgagee; (iii) the Mortgagee will not be bound by any such instrument expressly provides that option to purchase with respect to the Building or Project; any right of first refusal with respect to the Building or Project, any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Building or Project which is inconsistent with the terms of the Mortgage; and (iv) the Mortgagee shall not be bound by any amendment to this Lease is made without the Mortgagee’s consent. If Tenant fails to return to Landlord an executed subordination agreement satisfying the requirements of this Section 24.1 within the foregoing 10-Business Day period, Landlord shall make a second request to Tenant, and if Tenant fails to deliver an executed subordination agreement within 5 days thereafter, in addition to Landlord’s other rights and remedies provided in this Lease, Tenant shall pay to Landlord a late fee of $100.00 for each day beyond such 5 day period, that Tenant fails to deliver an executed subordination agreement to Landlord. In lieu of having the Mortgage be superior to it); provided that this Lease, a Mortgagee shall have the holder right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in the Lease, Tenant shall, without charge, attorn to the successor-in-interest. Notwithstanding the foregoing or anything to the contrary contained herein, concurrently with the execution of this Lease, Landlord shall use commercially reasonable efforts to cause the existing Mortgagee to enter into its form subordination, non-disturbance and attornment agreement prior to the commencement of construction of the Landlord’s Work, which provides in substance that so long as Tenant is not in default under the terms of this Lease, its tenancy and all of its rights hereunder will not be disturbed throughout the Term of this Lease. Tenant shall have no rights or remedies nor shall Landlord Mortgage ("be in default if Landlord Lender") agrees is unsuccessful in obtaining such agreement. In addition, Tenant’s agreement to subordinate its interest to any future Mortgages is expressly conditioned upon the Mortgagee agreeing in writing to not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's ’s rights under this Lease so following a transfer of Landlord’s interest in the Lease to the Mortgagee as long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant is not in default under this Lease beyond all applicable cure periods and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound attorn to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentMortgagee.

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

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

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

Subordination. This Lease Landlord represents and warrants to Tenant that Landlord is the fee owner of the Building and the rights of Tenant hereunder are expressly Property, subject and subordinate only to the lien Title Exceptions, including that certain Deed of Trust dated and recorded in the records of King County, Washington under Recording No. 980415-0720, in which Teachers Insurance and Annuity Association is the beneficiary, Transamerica Title Insurance Company is the trustee and Landlord is the grantor. Upon any mortgage or deed permitted refinancing of trust constituting a lien on such loan, Landlord, Landlord's fee interest in Lender and Tenant will execute a Subordination and Nondisturbance Agreement (the Premises ("Landlord MortgageSND Agreement") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached hereto as Exhibit E; provided Q for Landlord's Lender's benefit in which Tenant (i) confirms that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms Deed of Trust, (ii) agrees to attorn to Landlord's Lender if such Lender becomes the owner of the Property or the Building, (iii) agrees to give Landlord's Lender copies of whatever notices of default Tenant may give Landlord hereunder, (iv) agrees to accept a cure by Landlord's Lender of any material modification or amendment of this Lease entered into after Landlord's defaults, provided such cure is completed within the date of such Landlord Mortgagecure period set forth in the SND Agreement, unless such Landlord Lender has consented and (v) agrees not to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I1) month in advance of advance. Tenant agrees to subordinate its interests in this Lease to any subsequent Landlord's Lender having an interest in the due date thereofProperty if such Landlord's Lender executes for Tenant's benefit a nondisturbance agreement which is substantially identical to the one described above for such Landlord's Lender's execution, unless Landlord Lender or otherwise reasonably acceptable to Tenant, provided that Tenant's rights under the Lease shall consent to such prepaymentnot be abridged nor its obligations under the Lease enlarged thereby. 72 <PAGE> 25.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any mortgage Facility ------------- Mortgage to all advances made or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") hereafter to be made thereunder and any to all renewals, extensions, modifications, consolidations consolidations, replacements and replacements thereofextensions thereof and substitutions therefore. This clause shall be self-operative and no further instrument of subordination need be required by a Facility Mortgagee; provided, which now however, that Lessor or hereafter affect all or any portion of the Premises (except a Facility Mortgagee may elect to the extent that any such instrument expressly provides that make this Lease is superior to it); provided that the holder of the Landlord a Facility Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time by Notice to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable Lessee. As to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord a Facility Mortgage to which this Lease is subject and subordinate subordinate, Lessor shall have provide Lessee with a "non-disturbance agreement" reasonably acceptable to such Facility Mortgagee providing that, if such Facility Mortgagee acquires the rightLeased Property by way of foreclosure or deed in lieu of foreclosure, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to such Facility Mortgagee will not disturb Lessee's possession under this Lease by recording a unilateral declaration to such effectand will recognize Lessee's rights hereunder if and for so long as no Event of Default has occurred under this Lease and is continuing. Tenant hereby Lessee agrees that any Landlord Lender it shall not be bound withhold or delay its consent unreasonably to the terms of any material modification or amendment of this Lease entered into after reasonably required by a Facility Mortgagee, and Lessee shall be deemed to have withheld or delayed its consent unreasonably if Lessee has received the date non-disturbance agreement provided for above and the requested amendment does not materially (a) alter the economic terms of such Landlord Mortgagethis Lease, unless such Landlord Lender has consented to such material modification (b) diminish the rights of Lessee under this Lease or amendment(c) increase the obligations of Lessee under this Lease. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.19.2

Subordination. This Lease and the all rights of Tenant hereunder are hereunder, except as expressly provided herein, shall be subject and subordinate in all respects to (a) all present and future ground leases (collectively, including the lien applicable items set forth in Subdivision (d) of any mortgage this Section 8.1, the “Superior Lease”) whether or deed of trust constituting a lien on Landlord's fee interest in not the Premises Superior Lease shall also cover other lands or buildings, ("Landlord Mortgage"b) all mortgages and any renewalsbuilding loan agreements, extensions, modifications, consolidations and replacements thereofincluding leasehold mortgages, which may now or hereafter affect the Premises or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (c) and (d) of this Section 8.1, the “Superior Mortgage”), whether or not any Superior Mortgage shall also cover other lands or buildings or leases, (c) each advance made or to be made under any Superior Mortgage, and (d) all or any portion renewals, modifications, replacements, substitutions and extensions of the Premises Superior Lease and any Superior Mortgage. Any holder of a Superior Mortgagee (except to the extent that any such instrument expressly provides a “Superior Mortgagee”) may elect that this Lease is superior shall have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lenderbe deemed to have priority over such Superior Mortgage, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which whether this Lease is subject and subordinate shall have the right, at its sole option, at any time, dated prior to subordinate and subject the Landlord Mortgage, in whole or in part, subsequent to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Superior Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after it will take no steps to terminate this Lease or xxxxx Rent payable hereunder without giving each lessor under a Superior Lease (a “Superior Lessor”), and any Superior Mortgagee requesting same, written notice of any default by Landlord and the date opportunity to cure such default (without any obligation on the part of any such person to cure such default) within 45 days thereafter or, if such Superior Lessor or Superior Mortgagee commences such cure within 30 business days and diligently pursues such cure, such longer period as may be reasonably necessary to effect such cure provided Tenant has received notice of the existence of such Superior Lessor or Superior Mortgagee. Landlord Mortgageshall use reasonable efforts to obtain a subordination and non-disturbance agreement, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofrecordable form, unless Landlord Lender shall consent to such prepaymentfor each present and future Superior Mortgagee or Superior Lessor.

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

Subordination. This Lease and the rights of Tenant hereunder are expressly subject is junior, subject, and subordinate to the lien to, all ground leases, mortgages, deeds of trust, and other security instruments of any mortgage kind now encumbering the Premises, the portion of the Project owned by Landlord or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") any part thereof and any all renewals, extensionsreplacements, modifications, consolidations and replacements thereofextensions of any of the foregoing. Landlord reserves the right to place liens and other encumbrances on the Premises, which the portion of the Project owned by Landlord or any part thereof or interest therein superior in lien and effect to this Lease. This Lease, at the option of Landlord, shall be subject and subordinate to any and all such liens or encumbrances now or hereafter affect all or any portion imposed by Landlord without the necessity of the Premises (except execution and delivery of any further instruments on the part of Tenant to the extent that any effectuate such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantsubordination. Notwithstanding such subordination, Tenant's right to quiet possession and use of the Premises shall not be disturbed by any encumbrances so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, unless this Lease is terminated pursuant to specific provisions relating thereto contained in this Lease. In the event of the foreclosure of any such lien or encumbrance, or the transfer of title to or Landlord's rights leasehold interest in the Premises or the portion of the Project owned by Landlord, Tenant shall attorn to the transferee, and will recognize such transferee as Landlord under this Lease so long provided that Tenant's right to quiet possession of the Premises is not affected solely as there shall be no Event a result of Default on behalf such foreclosure or transfer and that Tenant receives a notice from Landlord informing Tenant of Tenant hereundersuch change. Tenant further agrees to execute and deliver any documents required to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably effectuate an attornment or a subordination as requested by Landlord or Landlord's Lenderlender in form provided that such form has generally consistent with that of commercial lenders and otherwise contains commercially reasonable terms, which are reasonably acceptable to Tenant including without limitation the Subordination, Attornment, and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA Non-Disturbance substantially in the form attached as Exhibit EXHIBIT "E; provided that " attached hereto ("SNDA"). Tenant's failure to execute such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute documents within ten (10) business days after request written demand, followed by five (5) days after a second written notice to Tenant, at Landlord's election shall constitute a material non-curable default by Tenant hereunder. Prior to the Commencement Date, Landlord shall use its commercial reasonable efforts to obtain from any documentation reasonably required lenders or ground lessors of the Project or any portion thereof, a written agreement with terms generally consistent with that used by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm commercial lenders providing for recognition of Tenant's interests under the priority Lease in the event of such a foreclosure of the lender's interestssecurity interest or termination of the ground lease. Notwithstanding Subject to the provisions of this Section 17.1foregoing, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after the date to any new ground lease or instrument of security shall be conditioned upon Tenant's receipt from any such Landlord Mortgage, unless ground lessors or lenders such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymenta recognition agreement.

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or, subject to the lien execution of any mortgage a commercially reasonable subordination and attornment agreement, subsequently arising upon the Premises, the Building or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Project, and any to renewals, extensions, modifications, consolidations refinancings and replacements thereofextensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. Upon request from a Mortgagee, which now or hereafter affect all or any portion Tenant shall execute a commercially reasonable subordination and attornment agreement in favor of the Premises (except Mortgagee, provided such agreement provides a non-disturbance covenant benefiting Tenant. Alternatively, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease in the extent event of a foreclosure of any mortgage. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the Security Deposit not actually recovered by such instrument expressly provides that this Lease is superior to it)purchaser nor bound by any rent paid in advance of the calendar month in which the transfer of title occurred; provided that the holder foregoing shall not release the applicable prior landlord from any liability for those obligations. Tenant acknowledges that Landlord’s Mortgagees and their successors-in-interest are intended third party beneficiaries of this Section 13.1. Nothing contained in the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantforegoing, Tenant's right to possession and use however, shall relieve any Mortgagee from responsibility for those obligations of the Premises and Tenant's rights “Landlord” under this Lease so long as there which are to be performed subsequent to such Mortgagee taking title to or possession of the Premises, provided that Tenant shall give a “new” notice of default to such Mortgagee in connection with any default of such obligations, and that such Mortgagee shall be no Event thereafter afforded the benefit of Default on behalf of Tenant hereunder. Tenant agrees the applicable “cure” rights pursuant to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions Section 14.5 of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

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

Subordination. This Lease All amounts due and owing under the rights Notes shall be subordinated to any and all indebtedness, liabilities, and other obligations of Tenant hereunder are expressly subject and subordinate the Company existing prior to the lien Note Issuance Date (a “Prior Existing Debt”). The Holder shall execute any subordination agreements that may be requested by any creditor of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises Prior Existing Debt. EXHIBIT A TO THE TERMS AND CONDITIONS OF 4% CONVERTIBLE NOTES DUE JUNE 30, 2010 APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS OF DORAL ENERGY CORP. FORM OF WARRANTS THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereofTHE “SECURITIES ACT”), this Lease shall remain in full force and effect in accordance with its termsAND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderSUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsOR PURSUAN T TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectTHIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE SECURITIES ACT. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentDORAL ENERGY CORP. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.A NEVADA CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE NUMBER «Warrant_Cert_No» «IssueDate»

Subordination. 16.1. This Lease is and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage all ground or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, underlying leases which may now or hereafter affect the real property of which the Leased Premises is a part, and to all deeds of trust and mortgages which may now or hereafter affect any portion of the Premises (except such leases or such real property, and to the extent all renewals, modifications, replacements, and extensions thereof. Tenant agrees that any such instrument expressly provides that ground lessor or any mortgagee and/or beneficiary of any deed of trust or other lien shall have the right at any time to subordinate such ground lease, mortgage, deed of trust or other lien to this Lease is superior on such terms and subject to it); provided such conditions as they shall deem appropriate, in their sole discretion. Tenant further agrees that the holder upon a conveyance of the Landlord Mortgage ("Landlord Lender") property of which the Leased Premises form a part, by foreclosure, power of sale or deed in lieu thereof, it will attorn to the successor owner of such property as landlord under this Lease. Upon demand, Tenant agrees 10 execute any further instruments subordinating this Lease or evidencing its attornment as Landlord, or any ground lessor or mortgagee or beneficiary of any deed of trust affecting the Leased Premises or any successor owner of the land described on Exhibit “A” may request; provided, however, no such subordination and attornment agreement by Tenant, whether in writing or self-operative, shall be effective or binding upon Tenant or any assignee or sublessee from Tenant unless Landlord, any ground lessor, any mortgagee, any beneficiary of any deed of trust covering the land described on Exhibit “A” or any part thereof or any of the Building, or any successor to any of the foregoing (by foreclosure, power of sale, deed in lieu, or otherwise) executes a recordable non- disturbance agreement in a form reasonably satisfactory to Tenant agreeing not to disturb Tenant, ’s or Tenant's right to ’s sublessees’ and/or assignees’ possession and use of the Leased Premises and Tenant's rights under this Lease or any part thereof so long as there shall be no Event of Default on behalf of Tenant hereunderhereunder remains uncured beyond any grace or cure periods provided herein. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the The provisions of this Section 17.1, the holder Article 16 shall be self-operative and no further instrument of any Landlord Mortgage to which this Lease is subject and subordinate subordination shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentrequired.

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

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

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

Subordination. Section 7.1 This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to each Superior Lease and each Mortgage, subject to non-disturbance of Tenant by the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements holders thereof, which now or hereafter affect all or any portion of the Premises (except as to the extent that any such instrument expressly provides that this Ground Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord , and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound as to the terms of Lessor under any material modification or amendment of this Superior Lease entered into after the date of such Landlord execution of this Lease and the holder of each and every Mortgage, unless such Landlord Lender has consented on and subject to such material modification or amendment. terms and conditions substantially the same as the terms and conditions contained in the non-disturbance and attornment agreement annexed hereto as Exhibit D. In confirmation of the foregoing, Tenant hereby agrees that and the holder of each Mortgage entered into after the date hereof, shall execute and deliver to each other a non-disturbance and attornment agreement in the form of such Landlord Mortgagethe agreement annexed hereto as Exhibit D and Tenant and the Lessor under each Superior Lease entered into after the date hereof shall execute and deliver to each other an agreement substantially in the same form as the agreement annexed hereto as Exhibit D. Subject to the foregoing, the subordination of this Lease to each Superior Lease and to each Mortgage shall be self-operative. If the holder of a Mortgage or Lessor under a Superior Lease shall agree to execute and deliver an agreement substantially in the form annexed hereto as Exhibit D, and Tenant shall fail or refuse to do so, Tenant shall be deemed to have executed such agreement and this Lease shall be subject and subordinate to such Superior Lease or Mortgage. Subject to the foregoing, Landlord represents to Tenant that there are not pay now and agrees that there shall not in the future be any provisions in any Superior Lease or Mortgage, which would be violated by any act or omission by Tenant unless such act or omission is expressly provided herein to Landlord any installment of Base Rent more than one (I) month be a default by Tenant hereunder. If, in advance connection with the financing of the due date thereofReal Property, unless Landlord Lender the Building or the interest of the lessee under any Superior Lease, or if in connection with the entering into of a Superior Lease, any lending institution or Lessor shall consent request reasonable modifications of this Lease that do not increase Tenant's monetary obligations under this Lease, or adversely affect or diminish the rights (except to a de minimis extent), or increase any non-monetary obligations, of Tenant under this Lease, Tenant shall make such prepaymentmodifications.

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

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

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to any and all mortgages or deeds on the lien property of which the Premises is a pmt, and tl1is clause shall be self-oper instrument necessary to effect such subordination; however, if requested by promptly execute and deliver to Landlord IDlY such certificate(s) in a commerc Landlord may reasonably request evidencing the subordination of this Lease to, Lease as additional security for, such mortgages or deeds of trust. Subject to tl1e Landlord provide Tenant with a non-disturbance agreement in a commercially re Tenant from any mortgagee, trustee or beneficiary, this Lease shall be subject mmtgage or deed of tmst which may hereafter encumber the propeJty of whic Tenant's obligations under this Lease shall continue in full force and effect n default proceedings under a mortgage or deed of trust constituting a lien on and shall attom to th beneficiary of such mmtgage or deed oftmst, and their successors or assigns, an any foreclosure or default proceedings. Tenm1t will, upon request by Landlor Landlord or to any other person designated by Landlord's fee , any instmment or instru reasonable form required to give effect to the provisions of this Section. ASSIGNMENT AND SUBLETTING. 22-Tenant shall not assign, sublet, mmtgage, pledge or encumber this Lea interest in the Premises ("Landlord Mortgage") and whole or in any renewals, extensions, modifications, consolidations and replacements poJtion thereof, directly or indirectly, without tl1e Landlord, which now consent shall not be unreasonably withheld, conditioned, or hereafter affect dela assignment, sublease, mmtgage, pledge or encUlllbrance, Tenant shall: (i) remain petformance of all terms of this Lease, (ii) pay all reasonable costs incmred by with such assignment, sublease or mmtgage, including without limitation, attom exceed $1,500.00 so long as Tenant utilizes Landlord's standard fmm withou changes, and (iii) pay to Landlord one-half of any rental or any fees or charge excess of the Annual Rental payable to Landlord hereunder as futther renta deducting Tenant's actual and reasonable costs incurred in connection with such Landlord's consent to one assignment or sublease will not waive the requirem subsequent assignment or sublease as required herein. Any attempted assignme in violation of the terms and conditions of this numbered Section 22 shall be nul to Landlord of a proposed sublease or assignment of all or any portion of the Space"), Landlord shall have the option, within fifteen (15) days after its re terminate this Lease with respect to the Proposed Space, whereupon the pmti fmther rights or liabilities with respect to the Proposed Space except as othe herein and ui1less Tenant within ten (I0) days of receipt of Landlord's notice Proposed Space rescinds its request for such consent. In the event of a proposed assignment of this Lease or subletting of all o Tenm1t shall submit to Lm1dlord, in writing, (i) the uame of the proposed as current financial statements available to Tenant disclosing the financial co assignee or subtenant, (iii) the nature of the business of tl1e proposed assign assignment or sublease in writing. Tenant shall promptly deliver a copy of the f or sublease to Landlord upon its receipt of same. Notwithstanding anytl1ing in this Lease to the contrary, Tenant further ag or sublease shall be subject to the following additional limitations: (i) in no even Lease or sublet all or any portion of the Premises to an existing Tenant of subtenant or assignee (except unless Landlord consents to such assignment or sublease) proposed subtenant or assignee be a person or entity with whom Landlord or its to or from whom Landlord, or its agent, has given or received any written propo months regal'ding a lease of space in the extent that any such instrument expressly provides that this Business Pal'k; and (iii) Tenant shall n mte for which Tenant is willing to sublet the Premises; and all public adve1tisem the Lease is superior to it); provided that the holder Ol' sublet of the Landlord Mortgage ("Landlord Lender") agrees in writing Premises, or any portion thereof, shall be subject to Landlord, such approval not to disturb Tenantbe umeasotJably withheld or delayed. Said p include, Tenant's right to possession and use but not be limited to, the placement or display of any signs or xxxxxxx Premises or on the glass or any window or door of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interi visible from the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsexterior. Notwithstanding the provisions conditions set forth in Section 22 of the Lease, Xxxx (30) days advance written notice to Landlord (but without Landlord's consent), an entity into or with which Tenant is merged or consolidated or to which sub assets or stock are transferred, provided such merger or transfer of assets or stock purpose of transfen·ing the leasehold estate created by this Section 17.1Lease, and provided shall have a net wortl1 of not less than Tenant's net worth on the holder Commenceme tl1at controls Tenant or is controlled by Tenant or is under common control remains primarily liable after such assignment (either of (i) or (ii) being referre Assignee"). Tenant shall notify Landlord at least tlilrty (30) days before consu111tnated and furnish to Landlord docmnentation that such assignee qualifi hereunder. The term "control" as used in this paragraph shall mean ownership outstanding capital stock of that corporation and control over the management of 23. LANDLORD DEFAULT. In the event of any default by Landlord Mortgage under this Lease, Tenant will giv specifying such default with patticularity, a11d Landlord shall thereupon have t longer peliod as may be required in the exercise of due diligence) in which to which this Lease is subject and subordinate shall have c the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms event Landlord's cure of any material modification or amendment of this Lease entered into after default will take longer than ninety (90) day Tenant with a timeline for the date completion of such Landlord Mortgage, unless cure. Unless and until Land default after such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagenotice, Tenant shall not pay have any remedy or cause of action obligations of Landlord hereunder will be construed as covenants, not condition other provisions of this Lease to the contrmy, Tenm1t shall look solely to Building, and not to any other or separate business or non-business assets of L member, shareholder, officers or representative of Landlord, for the satisfaction Tenant against Landlord, and if Landlord shall fail to pe1form any installment covenant, t Lease upon Landlord's part to be performed, and as a consequence of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.defau

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage underlying land leases or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, to secure debt which may now or hereafter affect this Lease, the Building or the Property and also to all renewals, modifications, extensions, consolidations, and replacements of such underlying land leases and such deeds to secure debt. Such subordination shall be effective without the necessity of any further instrument or any portion act on the part of Tenant to effectuate such subordination, but Tenant agrees that, in confirmation of the Premises (except to the extent that any such instrument expressly provides that subordination set forth in this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb TenantParagraph 14, TenantTenant shall, at Landlord's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to request, execute and deliver such further instruments as may be desired by any holder of a deed to Landlord and secure debt (a "Mortgagee") or by any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessor under any Landlord Mortgage such underlying land leases (a "Lessor"). Tenant shall also deliver to any such Mortgagee or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Lessor within ten (10) business days after of written request any documentation reasonably required an attornment agreement, providing that such Tenant shall continue to abide by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to comply with the terms of any material modification or amendment and conditions of this Lease entered into after in the date event such Mortgagee or Lessor takes title to the Property, so long as the Mortgagee or Lessor delivers to Tenant a non-disturbance agreement (which non-disturbance agreement may be a part of such the above-mentioned attornment agreement), which non- disturbance agreement shall provide that so long as Tenant continues to abide by the terms and conditions of this Lease, Mortgagee or Lessor, whichever the case may be, will permit Tenant to continue to occupy the Premises. Landlord Mortgageshall use reasonable efforts to obtain a non-disturbance and attornment agreement for Tenant from its existing Mortgagee, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees and from any future Mortgagee, provided that after the date of such Landlord Mortgage, Tenant shall not pay interfere with Landlord's relationship with any such Mortgagee and the failure of such Mortgagee to Landlord any installment provide such subordination and attornment agreement shall not affect the validity of Base Rent more than one (I) month in advance this Lease or of the due date thereof, unless Landlord Lender shall consent automatic subordination of this Lease to any mortgage held by such prepaymentMortgagee as provided above.

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

Subordination. This Tenant agrees and covenants that the Lease and the rights of the Tenant hereunder thereunder, all of Tenant's right, title and interest in and to the property covered by the Lease, and any lease thereafter executed by Tenant covering any part of the Property, are expressly subject and shall be subordinate and inferior to (a) the Mortgage and the rights of Mortgagee thereunder, and all right, title and interest of Mortgagee in the Property, and (b) all other security documents now or hereafter securing payment of any indebtedness of the Landlord (or any prior landlord) to Mortgagee which cover or affect the Property (the "Security Documents"). This Agreement is not intended and shall not be construed to subordinate the Lease to any mortgage, deed to secure debt or other security document other than those referred to in the preceding sentence, securing the indebtedness to Mortgagee. Without limitation of any other provision hereof, Mortgagee may, at its option and without joinxx xx further consent of Tenant, Landlord, or anyone else, at any time after the date hereof subordinate the lien of the Mortgage (or any other lien or security interest held by Mortgagee which covers or affects the Property) to the Lease by executing an instrument which is intended for that purpose and which specifies such subordination; and, in the event of any such election by Mortgagee to subordinate, Tenant will execute any documents required to evidence such subordination; provided however, notwithstanding that the Lease may by unilateral subordination by Mortgagee hereafter be made superior to the lien of any mortgage the Mortgage, the provisions of the Mortgage relative to the rights of the Mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or insurance payable by reason of damage to or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion destruction of the Premises (except to the extent that any such instrument expressly provides that this Lease is shall be prior and superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and control over any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially contrary provisions in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

Subordination. This Lease is and the rights of Tenant hereunder are shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust constituting a lien on Landlord's fee interest in trust, ground or underlying lease, or any other method of financing or refinancing now or hereafter encumbering the Leased Premises ("Landlord MortgageMortgage Lien") ), and any to all advances made, or hereafter to be made upon the security thereof, and to all increases, renewals, extensionsamendments, modifications, consolidations consolidations, spreaders, replacements, substitutions and/or extensions of any such Mortgage Lien and replacements thereofto all easements, which now restrictions, liens, encumbrances, rights-of- way, or hereafter affect all other matters affecting the Leased Premises of record as the same may be amended or restated from time to time. If any portion such Mortgage Lien be foreclosed, upon request of the Premises mortgagee, lessor or beneficiary (except "Landlord's Mortgagee"), as the case may be, Tenant will attorn to the extent purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that any such instrument expressly provides that subordination of this Lease is superior to it); provided any future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be, agreeing that the holder Tenant's occupancy of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Leased Premises and Tenant's other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as there shall be no Event of Tenant is not in Default on behalf of Tenant hereunderunder this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any documentation instrument that Landlord deems reasonably required by any TF Lender necessary or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, desirable to confirm the priority subordination of such lender's intereststhis Lease. Notwithstanding the provisions of this Section 17.1foregoing, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optiona Mortgagee may unilaterally elect, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to make this Lease superior to its Mortgage Lien by recording a unilateral declaration to such effectso notifying Tenant in writing. Tenant hereby agrees that any Landlord Lender shall not be bound Notwithstanding anything herein to the terms of contrary, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement in a form reasonably acceptable to the parties thereto (an "SNDA") within sixty (60) days following the Effective Date hereof. All costs incurred by Landlord in connection with obtaining an SNDA (including, without limitation, any material modification or amendment of attorneys' fees charged by Landlord's Mortgagee) shall be paid by Tenant within fifteen (15) days after demand therefor. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such an agreement from the current Landlord's Mortgagee, then this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentnonetheless shall be subordinate as aforesaid. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.ARTICLE 13 -

Subordination. This Lease and Generally speaking, a mortgage will be subject to any prior leases of the rights of Tenant hereunder are expressly mortgaged property. 54A Am. Jur. 2d Mortgages §164. However, landlords often include subordination clauses in their leases, whereby the tenant agrees that its lease shall be subject and subordinate to all current and future mortgages encumbering the lien property. For example, the lease might state: “Tenant agrees that: (i) this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage or deed mortgages, deeds of trust constituting a lien on Landlord's fee interest in or ground leases pursuant to which Landlord has or shall retain the right of possession of the Premises or security instruments ("Landlord collectively called “Mortgage"”) that now exist, or may hereafter be placed upon the Premises or the Shopping Center or any part thereof and any to all advances made or to be made thereunder and to the interest thereon, and all renewals, extensionsreplacements, modifications, consolidations consolidations, or extensions thereof; and replacements thereof(ii) if the holder of any such Mortgage (“Mortgagee”) or if 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, which now Tenant will attorn to and recognize such Mortgagee or hereafter affect all or any purchaser as Landlord under this Lease for the remaining portion of the Premises Term, subject to all terms of this Lease; and (except to iii) the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there aforesaid provisions shall be self-operative and no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord further instrument or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there document shall be no Event necessary unless required by such Mortgagee or purchaser.” In cases where the tenant has strong bargaining power (and therefore the ability to either heavily negotiate the landlord’s lease form or utilize its own form of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereoflease), this Lease shall remain in full force and effect in accordance with its termsclause may be eliminated, or the subordination of the lease may be conditioned on tenant’s receipt of a non-disturbance agreement from the mortgagee. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Such a negotiated clause might state that: “Notwithstanding the provisions of Section _ , the subordination of this Section 17.1Lease to future Mortgages shall be conditioned on Landlord’s delivery to Tenant of a Subordination, Non- Disturbance and Attornment Agreement (“SNDA”) from the holder of any such Mortgage, in the form annexed hereto as Exhibit with such commercially reasonable changes as shall be requested by the Mortgagee provided such changes do not increase Tenant’s obligations or decrease Tenant’s rights from those set forth in the form of SNDA annexed hereto as Exhibit __, and Landlord Mortgage will use commercially reasonable efforts to which this obtain same on behalf of Tenant.” If a lease is not automatically and unconditionally self-subordinating, a lender will likely require an SNDA from the applicable tenant. The tenant, in agreeing to subordinate its interest, should seek to clarify that it is subordinating only to the particular mortgage in question. The following is a typical SNDA subordination provision: “The Lease is shall be subject and subordinate shall have in all respects to the right, at its sole option, at any timelien and terms of the Mortgage, to subordinate any and subject the Landlord Mortgageall advances to be made thereunder and to all renewals, in whole or in partmodifications, to this Lease by recording a unilateral declaration to such effectconsolidations, replacements and extensions thereof. Tenant hereby agrees that any Landlord Lender This Agreement is not intended and shall not be bound construed to subordinate the terms Lease to any mortgage, deed of any material modification trust or amendment other security instrument other than those expressly referenced in Paragraph of the preliminary statements of this Lease entered into after Agreement.” Tenants with leases that include significant incentives such as extensive landlord improvements, free rent periods, rights to setoff, self help provisions, and tenant improvement allowances provided by the date landlord must ensure that their leases are only subordinate to any mortgage upon receipt of such Landlord Mortgage, unless such Landlord Lender has consented a commercially reasonable SNDA that protects the tenant’s right to such material modification or amendment. Tenant hereby agrees that after receive the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance full value of the due date thereof, unless Landlord Lender shall consent to such prepaymentincentive negotiated in their lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to all underlying ground leases, mortgages and deeds of trust which affect the lien Property and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and extensions thereof. However, if the lessor under any such lease, or any Lender holding such mortgage or deed of trust, shall advise Landlord that it desires or requires this Lease to be prior and superior thereto, then, upon prior written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor or Lender deems necessary or desirable to make this Lease prior thereto; provided further that a pre-approved form of Subordination, Non-Disturbance, Attornment and Estoppel Agreement (“SNDA”) is attached to the Lease as Exhibit E such SNDA having been prepared by Landlord’s Lender (Xxxxx Fargo Bank National Association). Landlord shall use commercially reasonable efforts to deliver from Landlord’s Lender an executed SNDA in the form of Exhibit E following execution of this Lease. At Landlord’s election, this Lease shall become and thereafter remain subject and subordinate to any and all future ground leases, mortgages or deeds of trust affecting the Property which may hereafter be executed and placed of public record after the Effective Date of this Lease, 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, so long as the lessor of such ground lease, or the Lender holding the mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject to be subordinated, agrees that it will recognize Tenant’s rights under this Lease and subordinate shall have not disturb its quiet possession of the rightLeased Premises so long as Tenant is not in default hereunder. Tenant agrees, at its sole option, at any timewithin 10 business days after Landlord’s written request therefor, to subordinate execute, acknowledge and subject deliver upon request of Landlord any and all documents or instruments requested by Landlord or such lessor or mortgage holder(s) as may be necessary or proper to assure the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after to any such ground lease, mortgage or deed of trust. Additionally, Landlord shall use commercially reasonable efforts to obtain for Tenant’s benefit a commercially reasonable non-disturbance agreement from such Lender in the date form attached hereto as Exhibit E. Landlord represents that it is not required to obtain the consent of such Landlord Mortgage, unless such Landlord any Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date in connection with Landlord’s execution of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord “Superior Mortgage"”) and any renewals, extensions, modifications, consolidations and replacements thereof, each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off nor shall Tenant’s possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be no Event of Default on behalf of necessary to make such subordination effective. Notwithstanding anything contained in this Section 6.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form attached hereto as Exhibit G or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute agreement within ten (10) days Business Days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority delivery of such lender's interestsagreement to Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Notwithstanding Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not increase Tenant’s obligations under this Lease or reduce the benefits available to Tenant (except in each case to a de minimis extent). In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord, without change in the terms or provisions of this Section 17.1Lease, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of the non-disturbance agreement (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease entered into after the date of Lease). Upon request by such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageSuccessor Landlord, Tenant shall not pay execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentattornment effective.

Subordination. This Section 7.1 (a) Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to this Lease and the all rights of Tenant hereunder. Landlord further represents that the provision of such Mortgage subordinating such Mortgage to this Lease is self-operative and no further instrument of subordination shall be required to make the interest of Tenant hereunder are expressly superior to the present Mortgage. This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage hereafter affecting the lien of Real Property or any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Superior Lease, and any to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereofthereof or thereto, which now or hereafter affect all or substitutions therefor, and advances made thereunder provided, however, that any portion of the Premises (except future Mortgagee shall execute and deliver to Tenant an agreement to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its Mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder provided no Event of Default on behalf has occurred and is continuing hereunder, and such agreement may contain in substance the provisions set forth in Section 7.2 (1) through (7) (any such agreement, or any agreement of similar import, from a Mortgagee, being hereinafter called a "Nondisturbance Agreement"). This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. , however, Tenant agrees to shall execute and deliver to promptly any certificate or agreement that Landlord and any Landlord Lender at any time and from time to time all may request in confirmation of such documents reasonably requested by Landlord subordination. If, in connection with the financing of the Real Property, the Building or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interest of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessee under any Landlord Mortgage (or transfer by deed in lieu thereof)Superior Lease, this Lease any lending institution shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment reasonable modifications of this Lease entered into after that do not increase the date monetary obligations of such Landlord MortgageTenant under this Lease, unless such Landlord Lender has consented to such material modification materially increase Tenant's other obligations, or amendment. materially adversely affect the rights or obligations of Tenant hereby agrees that after the date of such Landlord Mortgageunder this Lease, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentmodifications.

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

Subordination. This Tenant accepts this Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or mortgage, deed of trust constituting a or other lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now presently existing or hereafter affect all placed upon the Shopping Center or any portion of the Premises (except Shopping Center which includes the Demised Premises, and to the extent any renewals and extensions thereof. Tenant agrees that any such instrument expressly provides mortgagee shall have the right at any time to subordinate its mortgage, deed of trust or other lien to this Lease, provided, however, notwithstanding that this Lease is may be (or made to be) superior to it)a mortgage, deed of trust or other lien, the mortgagee shall not be liable for prepaid rentals, security deposits and claims accruing during Landlord’s ownership; further provided that the holder provisions of a mortgage, deed of trust or other lien relative to the rights of the Landlord Mortgage mortgage with respect to proceeds arising from an eminent domain taking ("Landlord Lender"including a voluntary conveyance by Landlord) agrees in writing not and provisions relative to disturb Tenant, Tenant's right proceeds arising from insurance payable by reason of damage to possession and use or destruction of the Demised Premises shall be prior and Tenant's rights under superior to any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease so long to any mortgage, deed of trust or other lien hereafter placed upon the Demised Premises or the Shopping Center as there shall be no Event of Default on behalf of Tenant hereunder. a whole and Tenant agrees upon demand to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize further instruments subordinating this Lease as Landlord may request, provided, however that upon Tenant’s written request and Notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a written agreement that the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm during the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment term of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, so long as Tenant shall not pay continue to Landlord any installment of Base Rent more than one (I) month in advance recognize and perform all of the due date thereof, unless Landlord Lender shall consent to such prepaymentcovenants and conditions of this Lease.

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

Subordination. This Lease shall unconditionally be and the rights of Tenant hereunder are expressly at all times remain subject and subordinate to the lien of any mortgage or deed all ground leases, master leases and all mortgages and deeds of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect the Premises, the Property or the Project or Landlord’s interest therein (including any modifications, renewals or extensions thereof and all or any portion amendments thereto) (collectively, referred to as a “Mortgage”), all without the necessity of Tenant’s executing further instruments to effect such subordination. The party having the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder benefit of the Landlord a Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of referred to as a “Mortgagee”. If requested, Tenant hereunder. Tenant agrees to shall execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after Landlord’s request any whatever documentation that may reasonably be required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding further effect the provisions of this paragraph including a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) in the form reasonably required by the applicable Mortgagee. Notwithstanding anything contained in this Lease to the contrary, (1) the obligation for commissions under Section 17.126.19 shall not be binding on, and will not be enforceable against, any of owner’s Mortgagees, and (2) such commission obligation shall be unconditionally subordinate to the lien of any Mortgage, and any commissions otherwise payable under this Lease shall not be due or payable after an event of default under any such mortgage or other security interest. Notwithstanding anything to the contrary contained in this Section 20.2, the holder of any Landlord such Mortgage may at any time subordinate its Mortgage to which this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease is subject shall be deemed prior to such Mortgage without regard to their respective dates of executing, delivery or recording and subordinate in the event such Mortgagee shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, same rights with respect to this Lease by as though this Lease has been executed prior to the executing, delivery and recording a unilateral declaration of such Mortgage and had been assigned to such effectMortgagee. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant hereby agrees that shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee’s commercially reasonable form of subordination, non-disturbance and attornment agreement and return the same to Landlord Lender for execution by the Mortgagee. Landlord’s failure to obtain a subordination, non-disturbance and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. Notwithstanding anything contained in Section 20.2 to the contrary, Tenant’s agreement to subordinate this Lease to a future Mortgage shall not be effective unless Landlord has provided Tenant with a commercially reasonable non-disturbance agreement from the future Mortgagee. For purposes of the preceding sentence, a non-disturbance agreement shall not be deemed commercially reasonable unless it provides that: (a) so long as no Event of Default exists, this Lease and Tenant’s right to possession hereunder shall remain in full force and effect; (b) the Mortgagee shall have additional time (not to exceed sixty (60) days after written notice from Tenant) to cure any default of Landlord; and (c) neither the Mortgagee nor any successor in interest shall be (i) bound to the terms by (A) any payment of Rent for more than 1 month in advance, or (B) any material modification or amendment of this Lease entered into after made without the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance written consent of the due date thereofMortgagee or such successor in interest; (ii) liable for (A) the return of any security deposit, unless Landlord Lender shall consent letter of credit or other collateral, except to such prepaymentthe extent it was received by the Mortgagee, or (B) any act, omission, representation, warranty or default of any prior landlord (including Landlord); or (iii) subject to any offset or defense that Tenant might have against any prior landlord (including Landlord), except those offset rights expressly provided in this Lease.

Subordination. Landlord represents that there is currently no Mortgage (or ground lease) on the Building or the Land. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien of any mortgage Mortgage hereafter placed on the Building or deed the Land, and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith. Without the consent of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewalsTenant, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of any such Mortgage shall have the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession elect to be subject and use of the Premises subordinate to this Lease, such subordination to be effective upon such terms and Tenant's rights under this Lease so long conditions as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, holder may direct which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in not inconsistent with the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunderprovisions hereof. Notwithstanding any foreclosure or sale under any Landlord such Mortgage (or transfer by deed in lieu thereof), this Lease (pursuant to a subordination, non-disturbance and attornment agreement as provided below or otherwise at the option of the holder of the Mortgage, the purchaser at a foreclosure sale or grantee of deed in lieu of foreclosure) shall remain in full force and effect and Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. So long as there is no Event of Default, Tenant’s agreement to subordinate the Lease to a future Mortgage as set forth above shall be conditioned on Landlord causing the holder of such Mortgage to execute and deliver a subordination, non-disturbance and attornment agreement on such mortgagee’s customary form, which shall provide that, so long as this Lease is in accordance full force and effect and there exists no Event of Default hereunder, Tenant’s rights under this Lease shall not be disturbed by reason of such subordination or by reason of foreclosure of such Mortgage, or exercise of the statutory power of sale, or receipt of deed in lieu of foreclosure. Upon any attornment as set forth above, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein, except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment or modification of this Lease made without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any prior act or omission, neglect or default on the part of Landlord under this Lease, (d) obligated to perform any work or improvements to be done by Landlord in the Leased Premises; or (e) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord. Tenant further agrees that this Lease shall be subject and subordinate to any amendment hereafter made to the recorded instruments referenced in Section 3.07, and to any other instrument by which Landlord may subject the Building and the Land to easements in connection with its termsthe development, redevelopment, alteration, improvement, operation, maintenance or repair thereof, provided the same do not interfere (in a manner inconsistent with the operation of Comparable Buildings in Downtown Boston) with Tenant’s use of the Leased Premises for the Permitted Uses or unreasonably interfere with Tenant’s rights and benefits expressly set forth in the Lease. Landlord and any Landlord Lender The provisions of this Section 4.11 shall execute within be self-operative, with no further instrument of subordination being required. Within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant LenderLandlord’s request, which are reasonably acceptable to Landlord and Tenant shall execute, acknowledge and deliver any Landlord Lender, documents reasonably appropriate to confirm such provisions. No owner of the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which Leased Premises shall be liable under this Lease except for breaches of Landlord’s obligations occurring while such person is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance owner of the due date thereof, unless Landlord Lender shall consent to such prepaymentLeased Premises.

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

Subordination. This Lease and the rights of Tenant hereunder are expressly Agreement is subject and subordinate to all mortgages and/or deeds of trust that are in existence now or that may come into existence after the date of this Agreement that may affect the fee simple interest of the Land Owner in the real property of the Community, including the Home Sites; provided, however, that as long as the Resident is not in default under its obligations to pay Basic Rent, Additional Rent and Community Charges under this Agreement, or if applicable, there is no Payment Default on the part of the Secured Lender, the Land Owner’s secured lender shall recognize and not disturb the Resident and/or the Resident’s Secured Lender, including the rights of Resident to the use and benefits of the Common Areas and Community Facilities. For this subordination provision to be effective and enforceable, the Land Owner’s secured lender must execute and record in the appropriate land records, a Nondisturbance and Attornment Agreement substantially in the form of the Nondisturbance and Attornment Agreement attached to this Agreement. The Resident and Land Owner agree to execute promptly any certificate which the Secured Lender or the Land Owner’s secured lender may request to effectuate the subordination. In the event that the Land Owner’s secured lender succeeds to the interest of the Land Owner under the terms of the Land Owner’s financing documents and has executed the Nondisturbance and Attornment Agreement, the Resident and its successors and assigns agree to be the tenant of the Land Owner’s secured lender, as landlord (legally “attorn” to Land Owner’s secured lender), and the Resident and its successors and assigns shall be bound by the obligations, terms and conditions of this Agreement with the Land Owner’s secured lender, as landlord. The attornment shall be effective and self-operative without the execution of any other instrument by the Resident or the Secured Lender immediately upon notice from the Land Owner’s secured lender that it has succeeded to the interests of the Land Owner under this Agreement. Until the Land Owner’s secured lender has succeeded to the interests of the Land Owner, it shall have no rights under the terms of this Agreement. In no event shall the lien of any mortgage or mortgage, deed of trust constituting a lien on Landlord's fee trust, deed to secure debt or other security interest granted by the Land Owner to its secured lender be deemed to encumber the Resident’s Home or the Resident’s leasehold interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect Home Site. The Land Owner must comply with all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of financing documents executed in connection with any Landlord Mortgage to which this Lease mortgage on its fee simple interest in the Community and must notify the Resident and the Secured Lender if it is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to default under the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentfinancing documents.

Subordination. This Lease, at Landlord's option, shall be subordinate to any ground lease, mortgage, deed of trust or any other hypothecation for security now or hereafter placed upon the Premises, the Building and/or AmberGlen Business Center Common Areas, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground xxxxxx shall elect to have this Lease subordinate to the lien of this mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed subordinate to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the rights date of such mortgage, deed of trust or ground lease on the date of recording thereof. Tenant hereunder are expressly subject agrees to execute, acknowledge and deliver within twenty (20) days of Landlord's request any documents reasonably requested by Landlord pursuant to this Section including, but not limited to any documents necessary to effectuate such subordination or to make this Lease subordinate to the lien of any mortgage, deed of trust or ground lease, as the case may be, and, failing to do so, within fifteen (15) calendar days after written demand from Landlord, such requested documents shall automatically be deemed approved in the exact form requested by Landlord. If any proceedings are brought for foreclosure, or in the event of the exercise of a power of sale under any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested made by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in covering the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagepremises, Tenant shall not pay attorn to the purchaser upon any such foreclosure or sale, or to the mortgagee 28 - AMBERGLEN STANDARD LEASE FORM - LEASE II or trustee and shall recognize such purchaser, mortgagee or trustee as Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentunder this Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate to all mortgages ------------- placed by LESSOR which may now or hereafter affect the real property of which Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. In confirmation of such subordination, LESSEE shall have execute promptly any certificate that LESSOR may reasonably request. Simultaneous with the rightdelivery by LESSEE of any agreement in furtherance of a request of subordination, at its sole optionthere shall be delivered to LESSEE an agreement in writing reasonably satisfactory to LESSEE in due form for recording, at any timeexecuted by the owner of the mortgage that this Lease is to be subordinated to, to subordinate and subject the Landlord Mortgagewhich agreement shall provide, in whole or effect, that in partany action brought by the holder of said mortgage to foreclose the same, to LESSEE will not be made a party defendant therein and this Lease by recording will not be terminated as a unilateral declaration to result of such effect. Tenant hereby agrees foreclosure action, and mortgagee shall recognize LESSEE as tenant upon all terms and conditions hereof provided that any Landlord Lender at such time herein LESSEE shall not be bound in default beyond applicable notice and cure periods with respect to the terms performance by it of any material modification or amendment of the terms, covenants and conditions contained in this Lease entered into after on LESSEE'S part to be kept and performed. Should LESSOR fail to make the payments of interest or amortization that should become due upon any mortgage that this Lease shall be subordinated to, LESSEE may make such payments and the amount so paid by LESSEE, together with interest thereon, may be deducted from the rent next becoming due hereunder. LESSOR hereby reserves the right to assign the rental payments hereunder as collateral security to the mortgage holder of the mortgage. LESSOR represents that as of the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification hereof (i) LESSOR owns Premises in fee simple and (ii) no superior leases or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentmortgages currently affect Premises.

Subordination. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust constituting a lien on Landlord's fee elects to have Tenant’s interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except this Lease be superior to the extent that any such instrument expressly provides that instrument, then, by notice to Tenant, this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantshall be deemed superior, Tenant's right to possession and use of the Premises and Tenant's rights under whether this Lease so long as there shall be no Event of Default on behalf of was executed before or after said instrument. Notwithstanding the foregoing, Tenant hereunder. Tenant covenants and agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after of Landlord’s request any documentation reasonably required by any TF Lender such further instruments evidencing such subordination or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment superiority of this Lease entered into after as may be required by Landlord. As of the date hereof, a lien encumbers Landlord’s interest in the Building in favor of Sumitomo Mitsui Banking Corporation. At Tenant’s cost, Landlord shall provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G (the “SNDA”) within sixty (60) days following Tenant’s execution and delivery thereof to Landlord. Upon written request by Tenant, Landlord will use reasonable efforts to obtain at Tenant’s cost a non-disturbance, subordination and attornment agreement from a subsequent mortgagee on a commercially reasonable form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such Landlord Mortgageagreement, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees it being agreed that after the date of such Landlord Mortgage, Tenant shall not pay be responsible for any fee or review costs charged by such mortgagee, Landlord’s failure to obtain a non-disturbance, subordination and attainment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless and Tenant or be considered to be a default by Landlord Lender shall consent to such prepayment.hereunder,

Subordination. This Tenant's rights and interests under this Lease and the rights of Tenant hereunder are expressly shall be (i) subject and subordinate to any existing or future mortgages, deeds of trust, overxxxxx, xx similar instruments covering the Premises and to all advances, modifications, renewals, replacements, and extensions ("Mortgages") provided Tenant receives from each Mortgagee (which shall include ground lessor) a Non-Disturbance Agreement whereby Tenant's rights to possess the Premises shall not be disturbed in the event of a foreclosure of the applicable Mortgage, or (ii) if the Mortgagee elects, prior to the lien of any mortgage present or deed future Mortgagee. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named Landlord. Tenant concurrently shall give Mortgagee the same notices given to Landlord, and Mortgagee shall have the same opportunity and rights to cure as is available to Landlord to cure a default provided Mortgagee shall have an additional thirty (30) days after the expiration of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, cure period within which now to commence a cure or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long longer period as there shall may be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination necessary including, without limitation, an SNDA substantially any period of time reasonably required for the Mortgagee to obtain possession of the Property or the Premises from Landlord. Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. Although this Section shall be self-executing and no further instrument shall be necessary, Landlord agrees to give Tenant written notice of any Mortgages, and Tenant shall execute and deliver any instruments Landlord reasonably requires for the above purposes, provided that Tenant receives a Non-Disturbance Agreement from the Mortgagee as set forth above. An assignment of lease or similar document shall not result in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and assignee having any liability until the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsassignee takes possession. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound foregoing to the terms of contrary, Landlord shall use reasonable efforts to obtain a so-called "non-disturbance agreement" for Tenant from any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentexisting and future mortgagees.

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

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to all ground leases and master leases and the lien of all mortgages and deeds of trust which now or hereafter affect the Premises or the Project or Landlord's interest therein, and all amendments thereto, all without the necessity of Tenant's executing further instruments to effect such subordination. If requested, Xxxxxx shall execute and deliver to Landlord within fifteen (15) days after Xxxxxxxx's request whatever documentation that may reasonably be required to further effect the provisions of this paragraph including a Subordination, Nondisturbance and Attornment Agreement. Xxxxxx's failure to deliver said documentation in such time period shall be an Event of Default hereunder. Notwithstanding anything to the contrary contained in the foregoing, Xxxxxx's obligation to hereafter subordinate this Lease to any ground lease or master lease hereafter encumbering the Project or the Building or the lien of any future mortgagee or trust deed beneficiary under a mortgage or deed of trust constituting hereafter encumbering the Project or Building or to hereafter attorn to such ground lessor, master lessor, mortgagee or beneficiary shall be conditioned upon the willingness of such ground lessor, master lessor, mortgagee or beneficiary to enter into a lien on Landlord's fee interest in Subordination, Nondisturbance and Attornment Agreement with Tenant. In addition, Landlord covenants that Eclipse is the Premises ("Landlord Mortgage") only current lienholder with rights superior to this Lease, and any renewalsthere are no other existing mortgagees, extensionstrust deed beneficiaries, modifications, consolidations and replacements thereof, which now ground lessors or hereafter affect all or any portion of the Premises (except master lessors with respect to the extent that any such instrument expressly provides that this Lease is superior Project. Landlord covenants and agrees to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb provide Tenant, Tenant's right prior to possession the Commencement Date, a Subordination, Nondisturbance and use Attornment Agreement fully executed by such lienholder, a copy of the Premises and Tenant's rights under this Lease so long as there shall which will be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.H.

Subordination. This Lease and the rights of Tenant hereunder are expressly subject and shall be subordinate to the lien of any mortgage or deed of trust constituting ------------- trust, mortgage, or other security instrument (each, a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and ), or any renewals-------- ground lease, extensionsmaster lease, modificationsor primary lease (each, consolidations and replacements thereofa "Primary Lease"), which that now ------------- or hereafter affect covers all or any portion part of the Premises (except to the extent that mortgagee under any such instrument expressly provides that this Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is superior referred to it); provided that the holder of the Landlord Mortgage (herein as a "Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's LenderMortgagee"). Landlord -------------------- shall use reasonable efforts to obtain a subordination, which are reasonably acceptable to Tenant non-disturbance and Tenantattornment agreement from the current Landlord's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially Mortgagee in the form attached of Exhibit L hereto within 60 days from the date hereof; however, Landlord's --------- failure to deliver such agreement shall not constitute a default by Landlord hereunder nor affect the subordination of the Lease as Exhibit Eprovided in this Section; and further provided that any administration fee or other similar cost imposed by Landlord's Mortgagee in connection with obtaining such Landlord Lender agrees to recognize this Lease subordination, non- disturbance and the rights of Tenant set forth herein for so long as there attornment agreement shall be no Event of Default on behalf of paid by Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) 15 days after Landlord's written request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lendertherefor. Any Landlord's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole optionMortgagee may elect, at any time, unilaterally, to subordinate and subject the Landlord make this Lease superior to its Mortgage, Primary Lease, or other interest in whole the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten business days after written request therefor such documentation, in partrecordable form if required, as a Landlord's Mortgagee may reasonably request to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to evidence the terms of any material modification or amendment subordination of this Lease entered into after to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the date Landlord's Mortgagee so elects, the subordination of such Landlord Mortgage, unless such Landlord Lender has consented Landlord's Mortgagee's Mortgage or Primary Lease to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentthis Lease.

Subordination. This Lease and the rights of Tenant hereunder are expressly is or may become subject and subordinate to underlying leases, mortgages, deeds of trust, easements, and CC&Rs (collectively, "ENCUMBRANCES") which may now or hereafter affect the lien Premises, and to all renewals, amendments, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (collectively, "HOLDER") shall require that this Lease be prior and superior thereto, within fifteen (15) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems reasonably necessary or desirable for such purposes. Subject to PARAGRAPH 27.C below, Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust constituting a lien on Landlord's fee interest trust, so long as Tenant is not in the Premises ("Landlord Mortgage") and any renewalsdefault, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except Holder agrees to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and recognize Tenant's rights under this Lease so as long as there Tenant shall pay the Rent and observe and perform all the provisions of this Lease to be no Event of Default on behalf of observed and performed by Tenant. Within fifteen (15) days after Landlord's written request, Tenant hereunder. Tenant agrees to shall execute any and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested required by Landlord or Landlord's Lender, which are reasonably acceptable the Holder to Tenant and Tenant's Lender, make this Lease subordinate to confirm or effect such subordination any lien of the Encumbrance (including, without limitation, an SNDA substantially subordination to all CC&Rs), including without limitation a Subordination, Non-Disturbance and Attornment Agreement in the form fore attached hereto as Exhibit E; provided that EXHIBIT E ("SNDA"). Subject to PARAGRAPH 27.C below, if Tenant fails to do so, such Landlord Lender agrees to recognize failure shall constitute a default under this Lease Lease, and the rights of Tenant set forth herein for so long as there it shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which deemed that this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration subordinated to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentEncumbrance.

Subordination. This Lease Landlord may have heretofore encumbered or may hereafter encumber with a mortgage or trust deed the Building, or any interest therein, and may have heretofore sold and leased back or may hereafter sell and lease back the land on which the Building is located, and may have heretofore encumbered or may hereafter encumber the leasehold estate under such lease with a mortgage or trust deed. Any such mortgage or trust deed is herein called a “Mortgage” and the rights holder of any such mortgage or the beneficiary under any such trust deed is herein called a “Mortgagee.” Any such lease of the underlying land is herein called a “Ground Lease”, and the lessor under any such lease is herein called a “Ground Lessor.” Any Mortgage which is a first lien against the Building, the land on which the Building is located, the leasehold estate or the lessor under a Ground Lease (if the property is not then subject to an unsubordinated mortgage) is herein called a “First Mortgage” and the holder or beneficiary of or Ground Lessor under any First Mortgage is herein called a “First Mortgagee.” Tenant hereunder are expressly acknowledges and agrees that this Lease is subordinate to the currently existing First Mortgage in effect as of the date of this Lease. Further, this Lease shall be subject and subordinate to any First Mortgage hereafter encumbering the lien of any mortgage or deed of trust constituting Building provided that such future First Mortgagee has executed a lien on Landlord's fee non-disturbance agreement in a commercially reasonable form, reasonably acceptable to Landlord and Tenant. Subject to Tenant’s rights set forth in the preceding sentence, if requested by a First Mortgagee, Tenant will either (i) subordinate its interest in this Lease to said First Mortgage, and to any and all advances made thereunder and to the Premises ("Landlord Mortgage") interest thereon, and any to all renewals, extensionsreplacements, modificationssupplements, consolidations amendments, modifications and replacements extensions thereof, which now or hereafter affect all (ii) make certain of Tenant’s rights and interest in this Lease superior thereto; and Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such Mortgagee or Ground Lessor; provided, however, Tenant covenants it will not subordinate this Lease to any portion Mortgage or Ground Lease other than a First Mortgage (including a Ground Lease defined as a First Mortgage hereunder) without the prior written consent of the Premises (except to First Mortgagee. Tenant agrees that Landlord may assign the extent that any such instrument expressly provides that rents and interests in this Lease is superior to it); provided that the holder of the Landlord any Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderor Ground Lease. Tenant agrees that Landlord may assign the rents and interests in this Lease to the holder of any Mortgage or Ground Lease. In conjunction with the foregoing provisions, following written request, Tenant hereby agrees to complete and execute any Subordination, Non-Disturbance and deliver Attornment Agreement and/or Lease Estoppel Certificate, on such lender’s or mortgagee’s standard form provided the same is commercially reasonable and remit the same to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) business days. Notwithstanding anything to the contrary contained in this Section 19.01, Landlord shall use commercially reasonable efforts to deliver to Tenant, within sixty (60) days after request any documentation reasonably required by any TF Lender or Tenant Lenderthe mutual execution and delivery of this Lease, a duly executed and notarized non-disturbance agreement, from the current First Mortgagee as of the date of this Lease, on such First Mortgagee’s standard form which are shall be commercially reasonable and shall be reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentTenant.

Subordination. This Lease Lease, and all of the rights of Tenant hereunder are expressly subject and shall be subordinate to (i) the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which may now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long to all renewals, modifications, consolidations, replacements and extensions thereof and to any and all advances now or hereafter made thereunder, (ii) all future ground leases of the premises, and (iii) all encumbrances hereafter of record (each holder of such superior interest being referred to herein as there a "Mortgagee"); providing such Mortgagee executes and delivers to Tenant a commercially reasonable nondisturbance agreement (and the parties agree a form of nondisturbance agreement substantially similar to that attached hereto as Exhibit H is a reasonable form thereof). Landlord shall be no Event responsible for any fees charged by Mortgagee in connection with Mortgagee's review and approval of Default on behalf an amendment to this Lease. In confirmation of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lendersubordination, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days next following Landlord's request, Tenant shall execute and deliver such certificate in recordable form. In the event that Tenant shall fail or refuse to execute such certificate or document within the aforesaid time period, then Landlord shall send Tenant a second request therefor (Second Request). If Tenant fails to deliver such certificate or document within 5 days after request any documentation reasonably required by any TF Lender or Tenant's receipt of the Second Request then Tenant's failure to do so within such 5-day period shall be an event of default, and without limitation to Landlord's remedies for Tenant's defaults hereunder, Tenant Lenderhereby appoints the Landlord as its attorney-in-fact, which are reasonably acceptable to Landlord and any Landlord Lendercoupled with an interest, to confirm execute the priority same on behalf of Tenant, agrees that such appointment shall be binding upon Tenant, and further agrees to hold Landlord harmless of and from any and all liability or loss which the Landlord may sustain by reason of Tenant's failure to execute said certificate or document. Tenant agrees to give to any Mortgagee by certified mail, return receipt requested. or by reputable overnight courier, a copy of any notice of default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise delivered to Tenant pursuant to the notice provisions hereof) of the address of such lender's interestsMortgagee. Notwithstanding `Tenant further agrees that if Landlord shall have failed to cure such default within the provisions of this Section 17.1time permitted therefor, then such Mortgagee shall have an additional thirty (30) days within which to cure such default or if such default cannot reasonably be cured within that time, then such reasonable additional time as may be necessary to cure such default providing that within such thirty (30) days, such lender has commenced and is diligently pursuing the holder of any Landlord Mortgage remedies necessary to cure such default, in which event this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound terminated while such remedies are being so diligently pursued. If the Mortgagee or any other party shall succeed to the terms rights of any material modification or amendment of this Lease entered into after the date Landlord under the Lease, then at the request of such Landlord Mortgage, unless such Landlord Lender has consented party so succeeding to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLandlord's rights, Tenant shall not pay attorn to and recognize such successor landlord as Tenant's landlord under this Lease providing such successor shall recognize Tenant's rights under this Lease, subject to the limitation of any subordination, nondisturbance and attornment agreement between the parties, and shall, within fifteen (15) days next following such landlord's request, execute and deliver any commercially reasonable instrument that such successor landlord may reasonably request to evidence such attornment. In the event that Tenant shall fail or refuse to execute such instrument within the aforesaid time period, then such landlord shall send Tenant a Second Request therefor). If Tenant fails to deliver such instrument within such 5-day period, then Tenant hereby appoints Landlord as its attorney-in-fact, coupled with an interest to execute the same on behalf of Tenant, and agrees that such instrument shall be binding upon Tenant, and further agrees to hold Landlord harmless of and from any installment and all liability or loss which Landlord may sustain by reason of Base Rent more than one (I) month Tenant's failure to execute said instrument. Upon such attornment, this Lease shall continue in advance full force and effect as if it were a direct Lease between the successor landlord and Tenant upon all of the due date thereofterms conditions and covenants as are set forth in this Lease and shall be applicable after such attornment; subject, unless Landlord Lender shall consent however, to such prepaymentthe limitations of any non-disturbance agreement between the parties, if any.

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

Subordination. This Landlord may hereafter encumber the Land and the Building and any portion thereof, or any interest therein with mortgages and may sell and lease back the Land or any part of the Land and may encumber the leasehold estate under such a sale and leaseback arrangement with one or more mortgages. (Any such mortgage is herein called a "Mortgage" and the holder of any such mortgage is herein called a "Mortgagee". Any such lease of the Land is herein called a "Ground Lease" and the lessor under any such lease is herein called a "Ground Lessor"). Landlord covenants to use all commercially reasonable efforts to obtain from any future Mortgagee (other than Tenant) or Ground Lessor of all or any part of the Land or Building such party's customary form of non-disturbance instrument and this Lease and the rights of Tenant hereunder shall be and are hereby expressly made subject to and subordinate at all times, provided such Mortgagee or Ground Lessee, as the case may be, executes and delivers to Tenant the lien of foregoing non-disturbance instrument, to each Mortgage and to any mortgage or deed of trust constituting a lien on Landlord's fee interest Ground Lease (it being agreed by Tenant that in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion case of the Premises (except to the extent that any such instrument expressly provides that this a Ground Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession shall be as a subtenant) now or hereafter existing, and use to all amendments, modifications, renewals, extensions, consolidations and replacements of each of the Premises foregoing, and to all advances made or hereafter to be made upon the security thereof. Provided that Landlord obtains for Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. benefit Mortgagee's customary non-disturbance instrument, Tenant agrees to execute and deliver to Landlord such further commercially reasonable instruments as reasonably approved by Tenant consenting to or confirming the subordination of this Lease to any Mortgage and any Landlord Lender at any time Ground Lease and from time to time all containing such documents reasonably other provisions which may be requested in writing by Landlord or within ten (10) business days after Tenant's receipt of such written request. Landlord's Lender, which are reasonably acceptable current Mortgagee shall execute and deliver to Tenant Mortgagee's standard subordination, nondisturbance and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA attornment agreement ("SNDA") substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees H prior to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions Effective Date of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

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

Subordination. This Landlord represents and warrants to Tenant that, as of the date of this Lease, no mortgages encumber the Project or the Building and that the Ground Lease (as defined in Paragraph 39 below) is the only ground lease with respect to the Project. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and the rights of Tenant hereunder are expressly is hereby declared to be subject and subordinate to at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the lien of Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust constituting a lien on which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's fee interest or estate in the Premises ("Landlord Mortgage") and any renewalsof said items which is specified as security, extensionsprovided, modificationshowever, consolidations and replacements thereofthat if no uncured Event of Default exists under this Lease, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees subordination shall be conditioned upon Tenant not being disturbed in writing not to disturb Tenant, Tenant's right to its possession and use of the Premises Premises. 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 Tenant's rights become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as there shall be no Event of Default on behalf of Tenant hereunderis not in default under this Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within Within ten (10) days after request by Landlord, Tenant shall execute and deliver any documentation reasonably required by any TF Lender additional documents evidencing Tenant's attornment or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment subordination of this Lease entered into after with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the date form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of such Landlord Mortgagetrust, unless such Landlord Lender has consented subject to such material modification nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or amendment. Tenant hereby agrees that after the date of such Landlord Mortgagebeneficiary, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereofat Tenant's expense, unless Landlord Lender shall consent subject to such prepaymentother terms and conditions as the ground landlord, mortgagee or beneficiary may require.

Subordination. This Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is XX Xxxxxx Xxxxx and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to this Lease and the all rights of Tenant hereunder. Landlord further represents that the provision of such Mortgage subordinating such Mortgage to this Lease is self-operative and no further instrument of subordination shall be required to make the interest of Tenant hereunder are expressly superior to the present Mortgage. This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage hereafter affecting the lien of Real Property or any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") Superior Lease, and any to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereofthereof or thereto, which now or hereafter affect all or substitutions therefor, and advances made thereunder; provided, however, that any portion of the Premises (except future Mortgagee shall execute and deliver to Tenant an agreement to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanteffect that, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as if there shall be a foreclosure of its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder provided no Event of Default on behalf has occurred and is continuing hereunder, and such agreement may contain in substance the provisions set forth in Section 7.2 (1) through (7) (any such agreement, or any agreement of similar import, from a Mortgagee, being hereinafter called a “Nondisturbance Agreement”). This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder. , however, Tenant agrees to shall execute and deliver to promptly any certificate or agreement that Landlord and any Landlord Lender at any time and from time to time all may request in confirmation of such documents reasonably requested by Landlord subordination. If, in connection with the financing of the Real Property, the Building or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and interest of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale lessee under any Landlord Mortgage (or transfer by deed in lieu thereof)Superior Lease, this Lease any lending institution shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment reasonable modifications of this Lease entered into after that do not increase the date monetary obligations of such Landlord MortgageTenant under this Lease, unless such Landlord Lender has consented to such material modification materially increase Tenant’s other obligations, or amendment. materially adversely affect the rights or obligations of Tenant hereby agrees that after the date of such Landlord Mortgageunder this Lease, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentmodifications.

Subordination. (a) This Lease and the rights of Tenant hereunder are expressly is subject and subordinate to the lien of any each mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Superior Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, each underlying lease (a "Superior Lease") which may now or hereafter affect all or any portion of the Premises (except to the extent that Project or any such instrument expressly provides that this Lease is superior to it)interest therein; provided that the holder of Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a non-disturbance and attornment agreement substantially to the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease effect that so long as there Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this Lease will not be terminated or cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a "Superior Lessor" and the mortgagee under a Superior Mortgage is called a "Superior Mortgagee". Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, in a form substantially the same as Exhibit H attached hereto but no such instrument shall be no Event necessary to make such subordination effective. Notwithstanding anything contained in this Section 6.01 to the contrary, if any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment agreement either (i) in the form herein described and such agreement is not in any material respect inconsistent with the provisions of Default on behalf of this Lease or (ii) in a form which is not in any material respect less favorable to Tenant hereunder. as the non-disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant agrees and the existing Superior Mortgagee or Superior Lessor, as applicable, and Tenant either fails or refuses to execute and deliver such agreement within 10 days after delivery of such agreement to Landlord Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Mortgage or Superior Lease. Tenant acknowledges and agrees that simultaneously herewith Tenant and the existing Superior Mortgagee and the existing Superior Lessor have executed and exchanged non-disturbance and attornment agreements which satisfy the requirements of this Section 6.01. Tenant shall execute any Landlord Lender at any time and from time to time all such documents reasonably amendment of this Lease requested by Landlord a Superior Mortgagee or Landlord's Lendera Superior Lessor, which are reasonably acceptable to Tenant and provided such amendment shall not result in a material increase in Tenant's Lenderobligations under this Lease or a material reduction in the benefits available to Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to confirm the interest of such mortgagee or effect lessor (each, a "Successor Landlord"), shall automatically become the tenant of such subordination Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, an SNDA substantially Landlord); (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the form attached as Exhibit EProject or the Premises or to pay any sums to Tenant in connection therewith; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding or (vi) bound by any foreclosure waiver or sale under forbearance under, or any Landlord Mortgage (amendment, modification, abridgement, cancellation or transfer by deed in lieu thereof)surrender of, this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm made without the priority consent of such lender's interestsSuccessor Landlord. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease Upon request by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageSuccessor Landlord, Tenant shall not pay execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to make such prepaymentattornment effective.

Subordination. This Lease Once Xxxxxx has received written notice identifying the name and the rights of Tenant hereunder are expressly subject and subordinate to the lien address of any lender (a "Lender") holding a mortgage or deed of trust constituting (a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") on the property of which these premises form a part (the "Property"), Xxxxxx agrees to notify such Lender by certified mail, return receipt requested, with postage prepaid, of any default on the part of Landlord under this Lease, and Xxxxxx further agrees that, notwithstanding any renewalsprovisions of this Lease, extensions, modifications, consolidations no cancellation of termination of this Lease and replacements thereof, which now no abatement or hereafter affect all or any portion reduction of the Premises (except to rent payable hereunder shall be effective unless the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder Lender has received notice of the Landlord same and have failed within thirty (30) days after the time when it shall have become entitled under the Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of remedy the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lendersame, to confirm or effect commence to cure such subordination includingdefault and thereafter diligently prosecute such cure to completion, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord period may be extended, if the Lender agrees needs to recognize this Lease and obtain possession of the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable Property to Landlord and any Landlord Lendercure such default, to confirm allow the priority Lender to obtain possession of the Property provided the Lender commences judicial or non-judicial proceedings to obtain possession within such lender's interestsperiod and thereafter diligently prosecutes such efforts and cure to completion. Notwithstanding It is understood that the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate Lender shall have the right, at its sole option, at any timebut not the obligation, to subordinate and cure any default on the part of Landlord. Tenant agrees that if a Xxxxxx shall succeed to the interest of Landlord under this Lease neither the Lender nor its successors or assigns shall be: liable for any prior act or omission of Landlord; subject to any claims, offsets, credits or defenses which Tenant might have against any prior landlord (including Landlord); or bound by, any assignment (except as otherwise expressly permitted hereunder); surrender, release, waiver, amendment or modification of the Lease made without such Xxxxxx's prior written consent; or obligated to make any payment to Tenant or liable for refund of all or any part of any security deposit or other prepaid charge, to Tenant held by Landlord Mortgagefor any purpose unless the Lender shall have come into exclusive possession of such deposit or charge. In addition, if a Lender shall succeed to the interest of Landlord under this Lease, the Lender shall have no obligation, nor incur any liability, beyond its then equity interest, if any, in whole the Property. In the event that a Lender (or in part, any person or entity to whom the Mortgage may subsequently be assigned) notifies Tenant of a default under the Mortgage and demands that Tenant pay its rent and all other sums due under this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLender, Tenant shall not honor such demand without inquiry and pay its rent and all other sums due under this Lease directly to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent or as otherwise required pursuant to such prepaymentnotice and shall not thereby incur any obligation or liability to Landlord.

Subordination. This Lease Subject to Tenant’s receipt of a non-disturbance agreement as provided below, this Lease, and the all rights of Tenant hereunder are expressly hereunder, shall be subject and subordinate to all ground leases, overriding leases and underlying leases affecting the lien Buildings or the Project now or hereafter existing and each of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises terms, covenants and conditions thereto ("Landlord Mortgage") the “Superior Lease(s)”), and any renewals, extensions, modifications, consolidations and replacements thereof, to all mortgages which may now or hereafter affect all the Buildings, the Project or any portion of such leases and each of the Premises terms, covenants and conditions thereto (except the “Superior Mortgage(s)”), whether or not such mortgages shall also cover other lands, buildings or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. As used herein the extent that any such instrument expressly provides that this lessor of a Superior Lease or its successor in interest is superior to it)herein called “Superior Lessor”; provided that and the holder of the a Superior Mortgage is herein called “Superior Mortgagee.” Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenantrepresents and warrants that, Tenant's right to possession and use as of the Premises Lease Date, there are no Superior Leases or Superior Mortgages in effect. In connection with any Superior Lease or Superior Mortgage becoming effective following the Lease Date, the Superior Lessor or Superior Mortgagee and Tenant's rights under this Lease so long as there Tenant shall be no Event enter into a non-disturbance agreement on the form of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord the Superior Lessor or Landlord's LenderSuperior Mortgagee, which are with customary modifications thereto reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, whereby the holder of any Landlord such Superior Lease or Superior Mortgage to which agrees that Tenant, upon paying the Base Rent and all of the Additional Rent and other charges herein provided for, and observing and complying with the covenants, agreements and conditions of this Lease is subject on its part to be observed and subordinate complied with, shall have lawfully and quietly hold, occupy and enjoy the rightPremises during the Term of this Lease (including any renewal terms), at its sole option, at any time, to subordinate upon and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of this Lease entered into after the date of and conditions set forth in such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentagreement.

Subordination. This Lease and Notwithstanding anything herein to the rights of Tenant hereunder are expressly contrary, Tenant’s Expansion Option is subject and subordinate to the lien renewal and extension rights and options existing on the date hereof of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion tenant of the Premises Building or granted in any Cleared Lease. EXHIBIT G FORM OF LETTER OF CREDIT [Date] Beneficiary: Applicant: [NAME AND ADDRESS OF LANDLORD] [NAME AND ADDRESS OF TENANT] IRREVOCABLE STANDBY LETTER OF CREDIT NO. We hereby establish our Irrevocable Letter of Credit in your favor available by your drafts drawn on [NAME OF BANK], at sight, for any sum or sums not exceeding Dollars (except $ ), for account of [NAME OF TENANT] at [TENANT’S ADDRESS]. Draft(s) must be accompanied by supporting documents as described below: A written statement to [INSERT NAME OF BANK] stating that “The principal amount [or the extent portion requested] of this Letter of Credit is due and payable to Beneficiary in accordance with the provisions of that any certain Office Lease dated , between Beneficiary and Applicant, as such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there shall lease may be no Event of Default on behalf of Tenant hereunder. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and amended from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there time.” The written statement shall be no Event accompanied by this Letter of Default on behalf Credit for surrender; provided, however, that if less than the balance of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof)the Letter of Credit is drawn, this Lease Letter of Credit need not be surrendered and shall remain continue in full force and effect with respect to the unused balance of this Letter of Credit unless and until we issue to you a replacement Letter of Credit for such unused balance, the terms of which replacement Letter of Credit shall be identical to those set forth in accordance this Letter of Credit. We are not required to inquire as to the accuracy of the matters recited in the written statement or as to the authority of the person signing the written statement and may take the act of signing as conclusive evidence of such accuracy and his or her authority to do so. The obligation of [BANK] under this Letter of Credit is the individual obligation of [BANK], and is in no way contingent upon reimbursement with respect thereto. Each draft must bear upon its termsface the clause “Drawn under Letter of Credit No. Landlord and any Landlord Lender , dated , of [BANK].” This Letter of Credit shall execute within ten be automatically extended for an additional period of one year from the present or each future expiration date unless we have notified you in writing delivered via U.S. registered mail, return receipt requested, to your address stated above, or to such other address as you shall have furnished to us for such purpose, not less than sixty (1060) days after request any documentation reasonably required by any TF Lender or Tenant Lenderbefore such expiration date, that we elect not to renew this Letter of Credit. Upon your receipt of such notification, you may draw your sight draft on us prior to the then applicable expiration date for the unused balance of the Letter of Credit, which shall be accompanied by your signed written statement that you received notification of our election not to extend. Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the “Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce - Publication No. 600, subject to the following: (a) if this Letter of Credit expires during an interruption of business as described in Article 36 of the UCP, we hereby specifically agree to effect payment if this Letter of Credit is drawn against within 30 days after the resumption of business; and (b) notwithstanding Article 14 or any other provision of the UCP, and regardless of whether the words “strict”, “exact” or “identical” or similar words are reasonably acceptable to Landlord used in this Letter of Credit, a document presented under this Letter of Credit need not reproduce the wording in this Letter of Credit exactly, including typographical errors, punctuation, spacing, blank lines and any Landlord Lenderspaces (or the completion or deletion thereof), to confirm and the priority of such lender's interestslike. Notwithstanding We hereby agree with you that drafts drawn under and in compliance with the provisions terms of this Section 17.1Letter of Credit will be duly honored if presented to the above-mentioned drawee at our offices at [ADDRESS] on or before PM [TIME ZONE] Time on [INITIAL EXPIRATION DATE], the holder of any Landlord Mortgage or such later expiration date to which this Lease Letter of Credit is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound extended pursuant to the terms hereof. If at any time Beneficiary or its authorized transferee is not in possession of any material modification or amendment the original of this Lease entered into after the date letter of credit (together with all amendments, if any) because such original has been delivered to us as required hereunder for a draw thereon or transfer thereof, our obligations as set forth in this letter of credit shall continue in full force and effect as if Beneficiary or such authorized transferee still held such original, and any previous delivery to us, without return by us, of such Landlord Mortgageoriginal shall be deemed to have satisfied any requirement that such original be delivered to us for a subsequent draw hereunder or transfer hereof. This Letter of Credit may be, unless such Landlord Lender has consented without charge and without recourse, assigned to, and shall inure to such material modification or amendmentthe benefit of, any successor in interest to [LANDLORD], under the Office Lease. Tenant hereby agrees that after Transfer charges, if any, are for the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance account of the due date thereofapplicant. Sincerely, unless Landlord Lender shall consent to such prepayment.[BANK]

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases (as the case may be, a “Mortgagee”), require in writing that this Lease be superior thereto. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Building or the Project or to the lien of any first mortgage or deed of trust constituting a lien on Landlord's fee interest in deed, hereafter enforced against the Premises ("Landlord Mortgage") Building or the Project and to any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion Landlord shall deliver to Tenant a commercially reasonable attornment and non-disturbance agreement executed by the Mortgagee. Without limitation on the foregoing, Landlord shall use commercially reasonable efforts to obtain an attornment and non-disturbance agreement from Landlord’s construction lender as of the Premises Execution Date (except “Existing Mortgagee”), if any, in form reasonably acceptable to Landlord, Tenant and the extent Existing Mortgagee, and deliver same to Tenant within sixty (60) days after the Execution Date. If any Existing Mortgagee has not provided such an attornment and non-disturbance agreement to Tenant within said sixty (60) day period and such attornment and non-disturbance agreement has still not been provided within thirty (30) days of written notice to Landlord conspicuously stating that a termination will result hereunder if the attornment and non-disturbance agreement is not delivered by the Existing Mortgagee within said thirty (30) days, Tenant may at its option terminate this Lease by written notice to Landlord. Upon any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenanttermination hereunder, Tenant's right to possession and use of Tenant shall immediately vacate the Premises and Tenant's rights remove all of its property therefrom, and restore any damage to the Premises caused by such removal, and each party shall be relieved of all further obligations under this Lease. Tenant’s approval and execution of any proposed attornment and non-disturbance agreement shall not be unreasonably withheld, conditioned or delayed. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as there shall Tenant timely pays the Rent and observes and performs the terms, covenants and conditions of this Lease to be no Event of Default on behalf of Tenant hereunderobserved and performed by Tenant. Tenant agrees to execute and deliver to Landlord and any Landlord Lender Landlord’s interest herein may be assigned as security at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lenderany lienholder. Tenant shall, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after of request any documentation by Landlord, execute such further commercially reasonable instruments or assurances as Landlord or its Mortgagee may reasonably required by any TF Lender deem necessary to evidence or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority subordination or superiority of this Lease to any such lender's interestsmortgages, trust deeds, ground leases or underlying leases. Notwithstanding Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 17.1, Lease and the holder obligations of the Tenant hereunder in the event of any Landlord Mortgage to which this Lease foreclosure proceeding or sale. If Tenant is subject given notice of the name and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms address of any material modification or amendment of Mortgagee, then prior to exercising its remedies under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord MortgageLease, Tenant shall not pay give notice to such Mortgagee, specifying the default in reasonable detail, and affording such Mortgagee the right to perform on behalf of Landlord any installment of Base Rent within thirty (30) days thereafter or, when more than one thirty (I30) month in advance days are required due to the nature of the due date thereofdefault, unless Landlord Lender such longer period as shall consent to be reasonable under the circumstances. If such prepaymentMortgagee does perform on behalf of Landlord, the default shall be deemed cured and Tenant shall have no further remedies with respect thereto.

Subordination. This Lease and the Lease, all rights of Tenant hereunder are expressly in this Lease, and all interest or estate of Tenant in the Property, is subject and subordinate to the lien of any mortgage or deed of trust constituting a lien on Landlord's fee interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb . Tenant, Tenant's right to possession and use within 15 days of the Premises and Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunder. Tenant agrees to Landlord’s demand, will execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents document reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, required to confirm or effect such the self-effectuating subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize of this Lease as provided in this Section to the lien of any Mortgage. If Tenant does not timely deliver the properly signed document to Landlord, and the rights if such failure continues for more than 5 days after Tenant’s receipt of Tenant set forth herein for so long as there written notice from Landlord of such failure, then such failure shall be no constitute an Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interestsLease. Notwithstanding the provisions subordination to any future Mortgage provided for in this section, as long as Tenant is not in default in the payment of Rent or the performance and observance of any covenant, condition, provision, term or agreement to be performed and observed by Tenant under this Section 17.1Lease beyond any applicable grace or cure period this Lease provides Tenant, the holder of the Mortgage shall not by virtue of such subordination under this section be entitled to disturb Tenant’s right of possession of the Premises under this Lease. Landlord acknowledges and agrees that the lien of any existing or future Mortgage will not cover Tenant’s moveable trade fixtures or personal property located in or on the Premises. Landlord Mortgage shall endeavor in good faith, but at no cost to which this Lease Landlord, to have its lender execute and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (the “SNDA”) in such form as is subject and subordinate shall have the right, at required by such lender in its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effectdiscretion. Tenant hereby shall reimburse Landlord as Additional Rent for any fees or expenses charged by such lender to provide the SNDA. Tenant acknowledges and agrees that any Landlord Lender Landlord’s inability to provide the SNDA shall not be bound constitute a Landlord default, or entitle Tenant to the terms of any material modification rights or amendment of remedies under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentLease.

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

Subordination. This Lease and the Tenant’s interest and rights of Tenant hereunder are expressly hereby made and shall be subject and subordinate at all times to the lien of any mortgage Mortgage now existing or deed of trust constituting a lien hereafter created on Landlord's fee interest in or against the Building or the Premises ("Landlord Mortgage") or larger parcel or parcels that includes the Building or the Premises, and any all amendments, restatements, renewals, extensions, modifications, consolidations consolidations, refinancing, assignments and replacements extensions thereof, which now without the necessity of any further instrument or hereafter affect all or any portion act on the part of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises (except shall not be disturbed by the Holder of any such Mortgage and, in furtherance thereof, the Holder has executed a commercially customary SNDA for a tenant and lease in the nature of this Lease recognizing Tenant’s rights under this Lease to the extent that and subject to limitations in a commercially customary SNDA for a tenant and lease in the nature of this Lease. Tenant agrees, at the election of the Holder of any such instrument expressly provides Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such commercially customary instruments, confirming such subordination, and such commercially customary instruments of attornment as shall be requested by any such Holder, provided any such instruments contain commercially customary non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof and that Tenant’s rights under this Lease is superior shall be recognized by such Holder to it); provided the extent and subject to limitations in a commercially customary SNDA for a tenant and lease in the nature of this Lease. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the holder same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include mortgages, deeds of trust, security assignments and any other encumbrances securing financing of the Building or Project, and any reference to the “Holder” of a Mortgage shall be deemed to include the mortgagee or beneficiary under a deed of trust. As of the date of this Lease, Landlord acknowledges it has not executed a Mortgage encumbering the Project. If during the Term there is a Mortgage encumbering the Project, Landlord agrees to use reasonable efforts to cause the Holder of the then-current Mortgage to enter into a commercially customary subordination, non-disturbance and attornment agreement ("Landlord LenderSNDA") agrees with Tenant with respect to this Lease on a commercially customary form for a tenant and lease in writing the nature of this Lease that provides, among other things, that so long as Tenant is not to disturb in Default of its obligations under this Lease, foreclosure or other enforcement of such Mortgage shall not terminate Tenant, Tenant's ’s right to possession and use of the Premises and that Tenant's ’s rights under this Lease so long as there shall be no Event recognized by such Holder to the extent and subject to limitations in a commercially customary SNDA for a tenant and lease in the nature of Default on behalf of Tenant hereunderthis Lease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable failure to cause the Holder to enter into the SNDA with Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lender, to confirm the priority of such lender's interests. Notwithstanding the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound to the terms of any material modification or amendment of a default by Landlord under this Lease entered into after the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendmentLease. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepayment.ActiveUS 179671324v.10

Subordination. This Lease and the rights of Tenant hereunder are expressly shall be subject and subordinate to the lien any deed of any trust, mortgage or other security instrument (each, as renewed, modified and/or extended from time to time, a “Mortgage”), or any ground lease, master lease or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust constituting trust, or the lessor under any such Primary Lease is referred to herein as a lien on “Landlord's fee ’s Mortgagee”). Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises ("Landlord Mortgage") and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion by so notifying Tenant in writing. The provisions of the Premises (except to the extent that any such instrument expressly provides that this Lease is superior to it); provided that the holder of the Landlord Mortgage ("Landlord Lender") agrees in writing not to disturb Tenant, Tenant's right to possession and use of the Premises and Tenant's rights under this Lease so long as there Section 12 shall be self-operative and no Event further instrument of Default on behalf subordination shall be required; however, in confirmation of such subordination, Tenant hereunder. Tenant agrees to shall execute and deliver return to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by Landlord or Landlord's Lender, which are reasonably acceptable to Tenant and Tenant's Lender, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached as Exhibit E; provided that such Landlord Lender agrees to recognize this Lease and the rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer such other party designated by deed in lieu thereof), this Lease shall remain in full force and effect in accordance with its terms. Landlord and any Landlord Lender shall execute Landlord) within ten (10) days Business Days after written request any documentation therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably required by any TF Lender request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Tenant LenderPrimary Lease (including a subordination, which are reasonably acceptable to Landlord non-disturbance and any Landlord Lenderattornment agreement) or, to confirm if the priority Landlord’s Mortgagee so elects, the subordination of such lender's interestsLandlord’s Mortgagee’s Mortgage or Primary Lease to this Lease; provided such forms do not increase Tenant’s obligations or diminish Tenant’s rights or privileges set forth herein. Notwithstanding the provisions of this Section 17.1In consideration of, the holder of any Landlord Mortgage and as a condition precedent to, Tenant’s agreement to which this Lease is subject and subordinate shall have the right, at permit its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, interest pursuant to this Lease to be subordinated to any particular future Mortgage and/or Primary Lease, Landlord’s Mortgagee shall execute and deliver to Tenant a non-disturbance agreement on such Mortgagee’s standard form (a “Non-Disturbance Agreement”). Within thirty (30) days following the full execution and delivery of this Lease, Landlord shall use commercially reasonable efforts to provide Tenant with a Non-Disturbance Agreement in the form attached hereto as Exhibit I executed and delivered by recording a unilateral declaration Metropolitan Life Insurance Company (the “Existing Landlord’s Mortgagee”); provided, however, that Landlord’s failure to obtain such effect. Tenant hereby agrees that any Landlord Lender Non-Disturbance Agreement shall not be bound void this Lease. Landlord represents and warrants to Tenant that there are no present Mortgages or Primary Leases other than the terms of any material modification or amendment of this Lease entered into after existing Mortgage held by the date of such Landlord Mortgage, unless such Landlord Lender has consented to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance of the due date thereof, unless Landlord Lender shall consent to such prepaymentExisting Landlord’s Mortgagee.

Subordination. This Lease and the all rights of Tenant hereunder are expressly subject and subordinate (i) to the lien of any mortgage or deed of trust constituting trust, blanket or otherwise, which does now or may hereafter affect the Building or Complex (and which may also affect other property) and (ii) to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust. This provision is hereby declared by Landlord and Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease; provided, however, as a lien on Landlordcondition to any such subordination, Landlord shall obtain from the lender or mortgagee its standard form of non-disturbance agreement providing that Tenant's fee interest in the Premises ("Landlord Mortgage") Lease and any renewals, extensions, modifications, consolidations and replacements thereof, which now or hereafter affect all or any portion of rights in the Premises (except will not be disturbed as long as Tenant performs all of Tenant's obligations under this Lease. Landlord's inability to obtain such non-disturbance agreement shall not constitute a default under this Lease, excuse Tenant from any obligation hereunder or otherwise affect the extent validity of this Lease. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments and certificates that may be reasonably necessary or proper to more effectively subordinate this Lease and all rights of Tenant hereunder to any such instrument expressly provides that this Lease is superior mortgage or deed of trust or to it); provided that confirm or evidence such subordination, as long as Landlord has obtained from the holder of the mortgage or deed of trust a corresponding non-disturbance agreement in favor of Tenant as aforesaid. In the event Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination agreement or certificate, Landlord, in addition to any other remedies it may have, may, as the agent and attorney in fact of Tenant, execute, acknowledge and deliver the same and Tenant hereby irrevocably nominates, constitutes and appoints Landlord Mortgage ("Tenant's proper and legal agent and attorney in fact for such purposes. Such power of attorney shall not be affected by subsequent disability or incapacity of the principal. However, Landlord Lender") agrees in writing not to disturb Tenantexecute any subordination agreement as attorney in fact for Tenant unless Landlord has obtained a corresponding non-disturbance agreement as aforesaid. Tenant covenants and agrees, Tenantin the event any proceedings are brought for the foreclosure of any such mortgage or if the Building or Complex is sold pursuant to any such deed of trust, to attorn to the purchaser upon any such foreclosure sale or trustee's right sale if so requested by such purchaser and to possession and use of recognize such purchaser as the Premises and Landlord under this Lease as long as the purchaser recognizes Tenant's rights under this Lease so long as there shall be no Event of Default on behalf of Tenant hereunderLease. Tenant agrees to execute and deliver to Landlord and any Landlord Lender at any time and from time to time all such documents reasonably requested by time, upon the request of Landlord or Landlord's Lenderof any holder(s) of any of the indebtedness or other obligations secured by any of the mortgages or deeds of trust referred to in this paragraph, which are reasonably acceptable to Tenant and Tenant's Lenderany instrument or certificate which, to confirm or effect such subordination including, without limitation, an SNDA substantially in the form attached reasonable judgment of Landlord or of such holder(s), may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment as Exhibit E; provided that such long as Landlord Lender agrees to recognize this has requested a corresponding non-disturbance agreement in favor of Tenant as aforesaid. This Lease and the all rights of Tenant set forth herein for so long as there shall be no Event of Default on behalf of Tenant hereunder. Notwithstanding any foreclosure or sale under any Landlord Mortgage (or transfer by deed in lieu thereof), this Lease shall remain in full force hereunder are further subject and effect in accordance with its terms. Landlord and any Landlord Lender shall execute within ten (10) days after request any documentation reasonably required by any TF Lender or Tenant Lender, which are reasonably acceptable to Landlord and any Landlord Lendersubordinate, to confirm the priority of such lender's interests. Notwithstanding extent that the provisions of this Section 17.1, the holder of any Landlord Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Landlord Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. Tenant hereby agrees that any Landlord Lender shall not be bound same relate to the terms of any material modification or amendment of this Lease entered into after the date of such Landlord MortgagePremises, unless such Landlord Lender has consented (i) to such material modification or amendment. Tenant hereby agrees that after the date of such Landlord Mortgage, Tenant shall not pay to Landlord any installment of Base Rent more than one (I) month in advance all applicable ordinances of the due date thereofCity of Austin, unless Landlord Lender shall consent Texas, relating to such prepaymenteasements, franchises and other interests or rights upon, across or appurtenant to the Building or Complex or any of the Land, and (ii) to all utility easements and agreements.