Common use of Subordination Clause in Contracts

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this LeaseLease any of the items referred to in clause (a) or (b) above, and in such case, in subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to LandlordSuccessor, at the option of such successor-in-interest to Landlordthe Successor. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and shall specifically execute, acknowledge Tenant’s failure to execute and deliver any such document within ten (10) business days after such demand by Landlord shall constitute an Event of demand therefor a subordination Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or subordination of deed of trustunderlying lease, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no an Event of Default by Tenant Default has occurred and is continuingnot in existence, neither this Lease nor any of Tenant’s rights under this Lease hereunder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeterminated or modified, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant nor shall attorn to and recognize as Tenant’s landlord under this Lease possession of the Premises be disturbed or interfered with, by any superior lessortrustee’s sale or by an action or proceeding to foreclose said mortgage, superior mortgagee deed of trust or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: Landlord represents that no Mortgages (ahereafter defined) all ground leases or underlying leases which may now exist or hereafter be executed affecting currently encumber the Building, the Projectany part thereof, or the land upon on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the Building and right of possession of the Project are situatedLeased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which placed upon the Leased Space or the Building, or any part thereof and all advances made or to be made thereunder and extensions thereof, and if the Project, the land upon which holder of any such interest forecloses or extinguishes Landlord’s rights in the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soLeased Space, Tenant shall attorn to and recognize any such holder as the successor Landlord under this Lease. The aforesaid provision shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s landlord under consent, by execution of a written document subordinating such Mortgage to this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the termination or foreclosure of any Security Instrumentcase may be, Tenant upon written request, and Tenant shallfrom time to time, will execute and deliver without charge and in form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/or agreement to attorn, in recordable form within ten (10) business days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28following a request therefor from Landlord.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to any ground and underlying leases, mortgages and deeds of trust (acollectively "Encumbrances") all ground leases or underlying leases which may now exist affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security such Encumbrance (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord "Holder") shall have the right to subordinate or cause require that this Lease to be subordinated such ground or underlying leases or any such liens to this Lease, prior and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shallthereto, within ten (10) days of demand thereforwritten request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any commercially reasonable instruments or other and all documents which may be required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Security Instrument to evidence the attornment described in this Article 28Encumbrance.

Subordination. Without Landlord may execute and deliver a mortgage or trust deed in the necessity nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any additional documents being executed by interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant for the purpose of effecting a subordination, this Lease hereunder shall be and are hereby made expressly subject and subordinate at all times to: (a) all to any ground leases lease of the Land or underlying leases which may the Building or both, now exist or hereafter be executed affecting the Buildingexisting and all amendments, the Projectrenewals and modifications thereto and extensions thereof, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or deed of trust which may Mortgage now exist or hereafter be executed in encumbering any amount for which the Building, portion of the Project, and to all advances made or hereafter to be made upon the land upon which the Building and the Project are situatedsecurity thereof, ground leases or underlying leases, or Landlord’s interest or estate in provided that any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord such subordination at all times shall have be subject to the right of Tenant to subordinate or cause to be subordinated such ground or underlying leases or any such liens to remain in possession of the Premises under the terms of this Lease, and in such case, in Lease for the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shallTerm, notwithstanding any such subordinationdefault under the relevant Ground Lease or Mortgage, attorn to and become the tenant or after termination of said Ground Lease or foreclosure of the successor-in-interest to LandlordMortgage or any sale pursuant thereto, at the option of such successor-in-interest to Landlordso long as Tenant is not in default under this Lease. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of deliver such instruments subordinating this Lease with respect to any such Security Instruments, Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and shall specifically execute, acknowledge and deliver Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of demand therefor receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a subordination Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of lease the cancellation or subordination termination of deed of trust, any such Ground Lease described above in the form required accordance with its terms or by the holder (surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the “Holder”) foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingnew landlord, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant’s 's landlord under this Lease Lease. Tenant agrees to execute and deliver at any superior time upon request of such ground lessor, superior mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or other purchaser or person taking title to the Building pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the termination time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or foreclosure amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments ground lessor or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgagee.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, agrees that this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant Agreement shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of Landlord, be subject and subordinate to any mortgage, deed of trust or other instrument of security which has been or shall be placed on the Premises, and this subordination is hereby made effective without any further act of Tenant or Landlord provided that the holder of any such successorinstrument to which this Agreement is subordinated provides a Subordination and Non-in-interest Disturbance Agreement (“SNDA”) in the form attached hereto as Exhibit “E” or in such other commercially reasonable form as may be acceptable to Landlordthe lender and Tenant. Tenant covenants and agrees shall, at any time hereinafter, on demand, execute an SNDA in such form for the purpose of subjecting or subordinating this Agreement to execute and deliverthe lien of any such mortgage, deed of trust or other instrument of security. If Tenant fails within ten (10) days after demand following receipt of said SNDA to execute and deliver any such document such failure shall, at Landlord’s option, constitute a default by Landlord therefor, any additional documents evidencing the priority or subordination of Tenant under this Lease with respect Agreement. Tenant agrees to attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. In such Security Instrumentsevent, and Tenant shall specifically execute, at Landlord’s or the lender’s request, such recognition and attornment agreement as the lender, at its option, may reasonably require. Landlord and Tenant acknowledge that it is the intention that a subordination, non-disturbance and deliver within ten attornment agreement (10in reasonably industry standard form) days of demand therefor a subordination of lease or subordination of deed of trustbe executed by Landlord, Tenant and any mortgage lender for the Premises. Landlord agrees to be diligent and negotiate in good faith with any lender to obtain quiet enjoyment/non-disturbance agreement regarding the form required by Premises provided that Tenant is in conformance with the holder (the “Holder”) terms and conditions of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease Agreement. (Landlord shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact required to execute, deliver and record pay any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title consideration to the Building by reason of lender for the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28same).

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, all or any portion of the Project, or (ii) any CC&Rs (including without limitation the land upon which the Building and the Project are situatedCC&Rs described in EXHIBIT C), or both; and (biii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, all or any portion of the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectivelyany of the foregoing, a “Security InstrumentsMortgage”, and the beneficiary or mortgagee under any of the foregoing, 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 such liens Mortgages to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a reasonable recognition and non-indisturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Landlord and Tenant covenant and agree to cooperate in efforts to obtain a mutually acceptable form of subordination, non-interest to disturbance and attornment agreement from Landlord. ’s current Mortgagee, and Tenant covenants and agrees to execute and deliver, within ten (10) days after deliver upon demand by Landlord thereforand in the form requested by Landlord and reasonably acceptable to Tenant (Tenant has approved the form of the subordination, non-disturbance and attornment agreement attached as EXHIBIT F, without limiting Tenant’s future approval of any additional or substitute form), any customary additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedMortgage. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to shall execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, documents within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28after Landlord’s written request.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Property and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or deed of trust which may other encumbrances now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which force against the Building or Property or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the Project are situatedsecurity of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground leases lease or underlying leases, or Landlord’s interest or estate require in any of said items is specified as security writing that this Lease be superior thereto (collectively, the “Security InstrumentsSuperior Holders”). Notwithstanding the foregoing; provided, Landlord shall have the right however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or cause other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form, which requires such Superior Holder to be subordinated such ground or underlying leases or any such liens to continue this LeaseLease as a direct lease between Superior Holder, as landlord, and in Tenant, as tenant, and not to disturb Tenant’s possession, which must include any Superior Holder’s obligation to perform the Core and Shell Work, fund the Tenant Improvement Allowance and to accept Tenant’s offset rights set forth herein (with respect to any Landlord default that first occurs, or continues to occur, after the date such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Superior Holder takes possession of the successor-in-interest Building, and Tenant may only offset amounts attributable to Landlordthe period of time from and after the date such Superior Holder takes possession of the Building), at so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord and the option of such successor-in-interest to Landlordappropriate Superior Holder. 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 execute 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 deliverto recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, within ten (10) days after demand by Landlord thereforprovided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, any additional documents evidencing so long as Tenant timely pays the priority or subordination rent and observes and performs the terms, covenants and conditions of this Lease with respect to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedlienholder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand thereforrequest by Landlord, execute any commercially reasonable such further instruments or other documents assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument foreclosure proceeding or sale. Landlord represents to evidence Tenant that there are not any Superior Holders as of the attornment described in date of this Article 28Lease.

Subordination. Upon lease execution, Landlord shall provide Tenant with a commercially reasonable form of SNDA executed by any lender with a current secured interest against the Building. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) to all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successorsuccessor in interest. The provisions of this Article 11 shall be self-in-interest to Landlordoperative and no further instrument shall be required. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases or underlying leases, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder lien of any such Security Instrument mortgage or deed of trust or any reciprocal easement agreements. Upon any sale of the Building, or refinance of any loan secured by the Building, Landlord agrees to evidence the attornment described in this Article 28use its best efforts to obtain an executed SNDA from any new lender.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at to the lien of all times to: and any mortgages (awhich term “mortgages” shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) all ground leases or underlying leases which may now exist or hereafter be executed affecting encumber or otherwise affect the real estate (including the Building, the Project, or the land upon ) of which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises form a part, or Landlord’s leasehold interest therein, and to all and any renewals, extensions, modifications, recastings or estate in any of said items is specified as security (collectively, “Security Instruments”)refinancings thereof. Notwithstanding the foregoing, foregoing Landlord shall have obtain from any holder of a mortgage, deed of trust or other security instrument a non-disturbance agreement from such third parties acknowledging and agreeing that Tenant’s possession of the right Premises will not be disturbed so long as Tenant performs its obligations hereunder. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate certificate or other document and if Tenant fails to subordinate execute the same within fifteen (15) days following receipt of request from Landlord, Tenant agrees that Landlord shall be authorized to execute the certificate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, other document as Tenant’s attorney-in-fact. Tenant agrees that in the event that any ground lease or underlying lease terminates proceedings are brought for any reason or any mortgage or deed the foreclosure of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do somortgage, Tenant shall attorn to the purchaser at such foreclosure sale and recognize such purchaser as Tenant’s landlord the Landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security InstrumentLease, and Tenant shallwaives the provisions of any statute or rule of law, within ten (10) days of demand therefornow or hereinafter in effect, execute any commercially reasonable instruments or other documents which may be required by Landlord give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the Holder obligations of Tenant hereunder in the event that any such Security Instrument foreclosure proceeding is prosecuted or completed; provided, however, that such attornment and recognition shall be conditioned upon Tenant’s receiving from such purchaser, reasonable assurances that Tenant may remain in quiet and peaceable possession of the Premises for the unexpired term at the rents herein provided and that purchaser shall otherwise keep and perform all of the covenants and conditions herein contained on the part of Landlord to evidence the attornment described in this Article 28be kept and performed.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) The rights and interest of Tenant under this Agreement and any and all ground leases liens, rights and interests (whether xxxxxx or underlying leases which may now exist inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or hereafter held by Tenant in and to the Leased Property are and shall be executed affecting in all respects subject, subordinate and inferior to the BuildingMortgage Loan and the Mortgage Loan Documents and the Mezzanine Loans and Mezzanine Loan Documents and to the liens, security interests and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Mortgage Loan and Mezzanine Loans including, without limitation, those created under the Mortgage covering, among other things, the ProjectLeased Property, and filed or to be filed of record in the land upon which public records maintained for the Building recording of mortgages in the jurisdictions where the Leased Property is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage Loan and Mezzanine Loan had been executed and delivered and the Project are situatedMortgage recorded prior to the execution and delivery of this Agreement. At its option and in its sole discretion, or both; Lender may elect to give the rights and (b) interest of Tenant under this Agreement priority over the lien of the Mortgage. At its option and in its sole discretion, any mortgage or deed Mezzanine Lender may elect to give the rights and interests of trust which may now exist or hereafter be executed in any amount for which Tenant under this Agreement priority over the Buildinglien of its Mezzanine Loan. In the event of such election, the Project, the land upon which the Building rights and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Tenant under this Agreement automatically shall have priority over the right to subordinate lien of the Mortgage and no additional consent or cause to instrument shall be subordinated such ground necessary or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonrequired. However, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliverdeliver whatever instruments may be reasonably requested by Lender for such purposes, within ten (10) days and in the event Tenant fails so to do after demand by Landlord thereforin writing, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsTenant does hereby make, constitute and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints appoint Landlord as its attorney-in-fact and in its name, place and stead so to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28do.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this 25.01. This Lease is and shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which and to all mortgages, options, and building loan agreements that may now exist or hereafter be executed affecting the Building, the Project, affect such leases or the land upon real property of which the Building Demised Premises are a part and the Project are situatedto all renewals, or both; modifications, consolidations, replacements and (b) the lien extensions of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, such ground leases or underlying leases, or options, building loan agreements and mortgages. The provisions of this Section 25.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly at its own cost and expense any instrument, in recordable form, if required, that Landlord’s interest or estate in , the lessor of any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases lease or the holder of any such mortgage or any of their respective successors in interest or assigns may request to evidence such liens subordination. Tenant shall be liable to this LeaseLandlord for damages, including actual, consequential and punitive damages, caused by Tenant's failure to deliver a subordination agreement in form acceptable to Landlord and the party requesting same. Landlord shall obtain a non-disturbance agreement from the existing, and in such case, all future lenders that have a mortgage interest in the Building ("Mortgagee"), as well as any party in which Landlord may convey the Building or ground lease ("Future Owner") substantially similar to provisions set forth in the Subordination Non-Disturbance and Attornment Agreement ("SNDA")annexed hereto as Exhibit "F" within ninety (90) days (but in no event that any sooner than ninety (90) days from the Commencement Date) or the conveyance of the mortgage interest, 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 reasontitle, Tenant shall, notwithstanding any such subordination, attorn to and become as the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which case may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28be.

Subordination. Without Provided that Tenant is provided with a reasonable and customary subordination, nondisturbance and attornment agreement duly executed by the necessity holder of any additional documents being executed by Tenant for mortgage or deed of trust or the purpose of effecting a subordinationlandlord pursuant to any ground lease, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which that may now exist or hereafter be executed affecting either or both of the Building, the Project, or the land upon which the Building Premises and the Project are situated, or both; Property and (b) the lien of any mortgage or deed of trust which that may now exist or hereafter be executed in placed upon, and encumber, any amount for which or all of (x) the Building, the Project, the land upon which the Building and the Project are situated, Property; (y) any ground leases or underlying leases, leases for the benefit of the Property; and (z) all or any portion of Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)items. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases that benefit the Property or any such mortgage or deed of trust liens to this Lease, and in such caseSO LONG AS SUCH LIEN HOLDERS Tenant Initial__________ Landlord Initial__________ AGREE IN A SIGNED WRITING NOT TO DISRUPT TENANT'S LAWFUL ENJOYMENT, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to LandlordUSE AND POSSESSION OF THE PREMISES IN ACCORDANCE WITH THE LEASE. Tenant covenants and agrees to shall execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or of subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases for the benefit of demand therefor a subordination of lease the Property or subordination of any such mortgage or deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without The Obligations ceasing or the necessity assertion in writing by any Loan Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any additional documents being executed by Tenant for document or instrument evidencing any permitted Subordinated Indebtedness in excess of the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases Threshold Amount or any such liens to this Leasesubordination provision being invalidated or otherwise ceasing, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to be valid, binding and enforceable obligations of the parties thereto; then, and in every such event (other than an event with respect to the Borrowers described in clause (f) or (g) of this Article)) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, notwithstanding by notice to the Lead Borrower, take any such subordination, attorn to and become the tenant of the successor-in-interest to Landlordfollowing actions, at the option same or different times: (i) terminate the Commitments or any Additional Revolving Commitments, and thereupon such Commitments and/or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of such successor-in-the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account, the Canadian Borrowers deposit in the Canadian LC Collateral Account and the European Borrowers deposit in the European LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to Landlord. Tenant covenants and agrees to execute and deliverexceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account), within ten Canadian LC Exposure (10minus the amount then on deposit in the Canadian LC Collateral Account) days after demand by Landlord thereforor European LC Exposure (minus the amount then on deposit in the European LC Collateral Account), any additional documents evidencing as applicable; provided that upon the priority or subordination occurrence of this Lease an event with respect to any Borrower (other than any Borrower that is a Canadian Loan Party, Dutch Loan Party or UK Loan Party that is not bound by the applicable Debtor Relief Laws) described in clause (f) or (g) of this Article, any such Security InstrumentsCommitments and/or Additional Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in at the form required by the holder (the “Holder”) request of the Security Instrument requesting the document; Required Lenders shall, exercise any rights and remedies provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of Administrative Agent under the termination Loan Documents or foreclosure of any Security Instrumentat law or equity, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord including all remedies provided under the UCC or the Holder of any such Security Instrument to evidence the attornment described in this Article 28PPSA.

Subordination. Without the necessity This Lease is subject to, and Tenant agrees to comply with, all matters of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed record affecting the BuildingReal Property; however, Landlord represents to Tenant that as of the date of this Lease, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of is not encumbered by any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building trust. This Lease is also subject and the Project are situated, subordinate to all ground leases or underlying leases, mortgages and deeds of trust which may hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or Landlordthe holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof, and provided further that as a condition precedent to Tenant’s interest obligation to be subordinate to future liens, Landlord obtains from the lender or estate other party in any of said items is specified question an SNDA (as security (collectively, “Security Instruments”defined below). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause this Lease to be subordinated such and become and remain subject and subordinate to any and all ground or underlying leases leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Project or the property or any such liens renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to this Lease, be made thereunder and in such case, in without regard to the event that any ground lease time 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 such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option character of such successor-in-advances, together with interest thereon and subject to Landlordall the terms and provisions thereof. Tenant covenants and agrees to execute and deliveragrees, within ten (10) days after demand by Landlord Landlord’s written request therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of lease or subordination of this Lease to any such mortgages, deed of trust, or leasehold estates; provided, however, that Landlord obtains from the lender or other party in the form required by the holder question a written undertaking in favor of Tenant (the an “HolderSNDA”) of to the Security Instrument requesting the document; provided effect that any such instrument provides that so long as no Tenant Default has occurred and is continuing, lender or other party will not disturb Tenant’s rights right of possession under this Lease shall if Tenant is not be terminatedthen or thereafter in breach of any covenant or provision of this Lease. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to execute, deliver and record attorn to the purchaser or any successors thereto upon any such document foreclosure sale or deed in the name and on behalf of Tenant. If lieu thereof as so requested to do so, Tenant shall attorn so by such purchaser and to and recognize such purchaser as Tenant’s landlord the lessor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Lease; Tenant shall, within ten five (105) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of demand therefor, execute any notices of Landlord’s default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable instruments time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or other documents future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument to evidence the attornment described in this Article 28foreclosure proceeding or sale.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingProperty, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedProperty, ground leases or underlying leases, or LandlordLessor’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall Lessor or any mortgagee or ground lessor will have the right right, at its election, to subordinate or cause to be subordinated such any ground lessee or underlying leases or any such liens to this Lease. If Lessor’s interest in the Premises is acquired by any ground lessor or mortgagee, and in such case, or in the event that any ground lease proceedings are brought for the foreclosure of, or underlying lease terminates for any reason or in the event of exercise of power of sale under, any mortgage or deed of trust is foreclosed made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shallLessee will, notwithstanding any subordination and upon the request of such subordinationsuccessor in interest to Lessor, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor and recognize such successor in interest as the Lessor under this Lease, at the option of such successorprovided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee acknowledges that although this Paragraph is self-in-interest to Landlord. Tenant executing, Lessee covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforLessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, provided Lessee’s interests hereunder shall not be disturbed so long as Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the form required Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall not be (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by the holder (the “Holder”) of the Security Instrument requesting mortgage, deed of trust, ground lease or master lease or the document; provided that Foreclosing Party, or (vi) liable for any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights obligation or liability accruing under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as after the Foreclosing Party assigns its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord interest under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the termination or foregoing provisions, and all other provisions of this Lease which are for the benefit of a Foreclosing Party, which rights shall survive a foreclosure of any Security Instrument, and Tenant shall, within ten (10) days the deed of demand therefor, execute any commercially reasonable instruments trust or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgage.

Subordination. Without Section 27.01 Subject to Section 27.07(b) hereof, this Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the necessity real property or any portion thereof of which the Premises form a part and to all mortgages and trust indentures which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises form a part, or any additional documents being executed by Tenant part or parts of such real property, and/or Landlord’s interest therein, and to each advance made and/or hereafter to be made under any such mortgages, or indentures and to all renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for the purpose of effecting a subordination, such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this Lease shall be subject and subordinate at all times to: (a) all ground leases pursuant to the provisions hereof being respectively herein called a “superior lease” or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, a “Security Instrumentssuperior mortgage”). Notwithstanding the foregoing, Landlord This Section 27.01 shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, self-operative and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed no further instrument of trust is foreclosed or a conveyance in lieu subordination shall be required. In confirmation of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to LandlordTenant shall execute, at the option of such successor-in-interest to Landlord. Tenant covenants its sole cost and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsexpense, and shall specifically executedeliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in interest may reasonably request provided such request is in accordance with the provisions of a subordination, acknowledge non-disturbance and deliver within ten attornment and agreement (10an “SNDA”) days entered into with Tenant. Landlord represents that it has received no notice of, and has no knowledge (without any specific inquiry or review of demand therefor a subordination its files) of any default under any superior lease or subordination superior mortgage which either presently exists or which would arise with the passage of deed time and the giving of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28notice.

Subordination. Without Tenant accepts this Lease subject and subordinate to any recorded mortgage or deed of trust lien presently existing or hereafter created upon the necessity Leased Premises and to all existing recorded restrictions, covenants, easements, and other agreements with respect to the Lased Premises; provided, that the holder of any additional documents being executed by lien placed against the Leased Premises or any portion thereof to enter into an agreement with Tenant for making this Lease expressly subject and subordinate to such lien and all renewals, modifications, consolidations, replacements, and extensions thereof, wherein the purpose Tenant shall agree to attorn to the purchaser at any foreclosure sale of effecting such lien and such agreement shall contain a subordinationcovenant binding upon the holder of such lien to the effect that, as long as there shall be no event of default on the part of Tenant entitling Landlord to terminate this Lease, or if any such event of default exists and the time in which to cure the event of default as contained herein shall not have expired, this Lease shall not be subject and subordinate at all times to: (a) all ground leases terminated or underlying leases which modified in any respect whatsoever nor shall Tenant’s rights hereunder or its occupancy of the Leased Premises be affected in any manner by reason of such lien or any foreclosure action or other proceeding that may now exist be instituted in connection therewith or hereafter be executed affecting the Buildingin lieu thereof, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien The holder of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leaseslien, or Landlordthe ground lessor under any ground lease, upon the Leased Premises is hereby irrevocably vested with full power and authority upon its election to subordinate its interest in the Leased Premises to the Tenant’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to under this Lease, and in such case, in . Upon the event that any ground lease or underlying lease terminates for any reason or request of the holder of any mortgage or deed of trust is foreclosed lien, or a conveyance in lieu of foreclosure is made for the ground lessor under any reasonground lease, presently existing or hereafter created upon the Building or Project, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agree to execute, deliver and record within thirty (30) days following receipt of a written request therefor from any such document in lienholder or ground lessor (as the name and on behalf of Tenant. If requested to do socase may be), Tenant shall attorn to and recognize such an agreement containing the aforesaid terms, together with such additional changes as Tenant’s landlord under this Lease any superior lessor, superior mortgagee the lienholder or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which ground lessor may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28otherwise reasonably require.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees, on a several basis, that all ground leases of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the rights of the Senior Parties in respect of the obligations of the Guarantor (whether now existing or underlying leases which may now exist from time to time after the date hereof incurred, assumed, created or hereafter be executed affecting arising) arising under the BuildingSenior Debt Documents (as defined below), including the Projectpayment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to the Company or the land upon which Guarantor pursuant to the Building and terms of the Project are situatedSenior Debt Documents, whether or both; and (b) the lien of any mortgage not a claim for post-filing interest is allowed or deed of trust which may now exist or hereafter be executed allowable in any amount for which such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the Building, the Project, the land upon which the Building and the Project are situated, ground leases foregoing is allowed or underlying leases, or Landlord’s interest or estate allowable as a claim in any of said items is specified as security Insolvency Proceeding (collectively, the “Security InstrumentsSenior Obligations”). Notwithstanding For the foregoingavoidance of doubt, Landlord shall (1) “payment in full” (or similar term used herein) of the Senior Obligations will not be deemed to have the right to subordinate or cause to be subordinated such ground or underlying leases or occurred so long as any such liens to this Lease, Obligations under and in such case, as defined in the event that Senior Debt Documents remain outstanding (other than any ground lease inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or underlying lease terminates for any reason shall be deemed to affect, alter 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 such subordination, attorn to and become impair the tenant rights of the successor-in-interest to Landlord, at Subordinated Parties under the option of such successor-in-interest to Landlord. Tenant covenants relevant ECA Agreement and agrees to execute and deliver, within ten the [Loan] Documents (10as defined in the relevant ECA Agreement) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease other than with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, the Subordinated Guarantees entered into in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided connection with that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedECA Agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.For purposes hereof:

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to any ground and underlying leases, mortgages and deeds of trust (acollectively “Encumbrance”) all ground leases or underlying leases which may now exist affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security such Encumbrance (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided shall require that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver prior and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shallthereto, within ten (10) days of demand thereforwritten request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provision thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord’s written request, Tenant shall execute any commercially reasonable instruments or other and all documents which may be required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Security Instrument to evidence the attornment described in this Article 28Encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall not be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the ProjectPremises, or the land upon which the Building and the Project are Premises is situated, or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectivelyunless Tenant and such ground lessor or holder of such a lien execute a subordination, “Security Instruments”)nondisturbance and attornment agreement as described in the next paragraph below. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or cause to be subordinated this Lease to any such ground leases or underlying leases or any such liens to this Lease, and in such case, in liens. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-successor in interest to Landlord, at the option of to such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Xxxxxxxx and in the form requested by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of any such mortgage or deed of trust. Further notwithstanding the foregoing, (i) Landlord shall use its commercially reasonable efforts to cause any current Mortgagee or Ground Lessor (if any) to execute a subordination, attornment and non-disturbance agreement on such beneficiaries’ standard form within sixty (60) days after the Commencement Date; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord hereunder or entitle Tenant to terminate this Lease or result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, and (ii) Tenant’s obligation to subordinate this Lease and/or to attorn to any such future Mortgagee or Ground Lessor shall be conditioned upon Landlord, Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s or Ground Lessor’s standard form, providing, among other things, that in the form required by the holder (the “Holder”) event of any foreclosure of such lien or conveyance of the Security Instrument requesting Premises in lieu of foreclosure, (A) Tenant will not be disturbed in its possession of the document; provided that any such instrument provides that Premises, so long as no Tenant is not in Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeLease, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, (B) Tenant shall attorn to and recognize such lienholder or purchaser at foreclosure and their successors and assigns as Tenant’s landlord the “Landlord” under this Lease any superior lessor, superior mortgagee from and after the date of such foreclosure or other purchaser or person taking title to the Building by reason conveyance in lieu of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28foreclosure.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity This Lease and all of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease Tenant’s rights hereunder shall be subject automatically subordinate to any and subordinate at all times to: (a) Encumbrances, to all ground leases or underlying leases which may now exist renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter be executed affecting made on the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such Encumbrance (or estate if by deed in any lieu of said items foreclosure the Project is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such liens purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (b) Tenant shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to (c) Tenant’s possession and become the tenant quiet enjoyment of the successor-in-interest to LandlordPremises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees conditions of this Lease to execute be observed and deliverperformed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) days Business Days after demand request by Landlord therefor, or any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soEncumbrancer, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any such further commercially reasonable instruments or other documents assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such Security Instrument Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to evidence the attornment described in this Article 28by such Encumbrancer.

Subordination. Without 1.1 The Junior Lender hereby subordinates the necessity indebtedness evidenced by the Junior Debt Instruments, and any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term “Borrower” as used hereinafter shall include any additional documents being executed by Tenant for such successor or assign) to the purpose of effecting a subordinationJunior Lender, this Lease shall be subject whether such indebtedness is absolute or contingent, direct or indirect and subordinate at howsoever evidenced, including without limitation, all times to: interest thereon, including pre-petition and post- petition interest, fees and expenses and any other charges, and any refinancings thereof (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingcollectively, the Project“Junior Debt”) to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Lender, whether absolute or the land upon which the Building contingent, direct or indirect and the Project are situatedhowsoever evidenced, including, but not limited to, all pre-petition and post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or both; and (b) the lien causes of any mortgage or deed of trust which may now exist or hereafter be executed in any amount action for which the BuildingBorrower may now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and delivered or made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof, including, without limitation, the Projectindebtedness evidenced by that certain Promissory Note dated as of even date herewith from Borrower in favor of Senior Lender in the principal amount of $50,000,000.00, as the land upon which the Building and the Project are situated, ground leases same may be amended or underlying leases, or Landlord’s interest or estate in any of said items is specified as security modified from time to time (collectively, the “Security InstrumentsSenior Debt”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: to ground and underlying leases, mortgages and deeds of trust (acollectively “Encumbrances”) all ground leases or underlying leases which may now exist affect the Premises, to any covenants, conditions or hereafter be executed affecting restrictions of record, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the Building, the Project, holder or the land upon which the Building and the Project are situated, or both; and (b) the lien holders of any mortgage 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 deed of trust instruments, in the form presented to Tenant, which may now exist Landlord or hereafter be executed in any amount Holder deems necessary or desirable for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)such purposes. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause this Lease to be subordinated such ground and become and remain subject and subordinate to any and all Encumbrances which are now or underlying leases 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 liens advances, together with interest thereon and subject to this Leaseall the terms and provisions thereof; provided only, and in that as a condition to such casesubordination, in the event that of termination of any ground such lease or underlying lease terminates for upon the foreclosure of any reason or any such mortgage or deed of trust trust, Holder agrees in writing to recognize Tenant’s rights under this Lease as long as Tenant is foreclosed or a conveyance not then in lieu default and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordthis Lease. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, TenantLandlord’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do sowritten request, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be 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 default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the 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 Security Instrument encumbrance. Landlord shall cause the existing lender, Union Labor Life Insurance Company, to evidence furnish to Tenant, within forty-five (45) days of the attornment described date of both parties’ execution of this Lease, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in this Article 28the Premises. In the event that Landlord is unable to provide such agreement, Tenant’s sole remedy shall be termination of the Lease, which election shall be made within fourteen (14) days following the expiration of such forty-five (45) day period.

Subordination. Without 13.1 This Lease and the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease term and estate hereby granted are and shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases the lien of each mortgage which may now exist or shall at any time hereafter be executed affecting affect the BuildingPremises, the ProjectBuilding and/or the Land, or the land upon which Landlord’s interest therein (collectively, as the Building and the Project are situatedsame may be extended, modified, or both; consolidated without increasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which Land and/or the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, as the same may be extended, modified or consolidated, the “Security Instrumentsunderlying leases”), provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such holders and lessors substantially in the form of Exhibit E or Exhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Notwithstanding Without limiting the generality of the foregoing, the Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and further agrees to execute use reasonable efforts to have such holders and deliver, within ten (10lessors agree to the deletion of subparagraph 4(c) days after demand by Landlord therefor, any additional documents evidencing from the priority or forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease with respect and the term and the estate hereby granted to any such Security Instruments, future underlying mortgages and underlying leases shall specifically execute, acknowledge and deliver within ten (10) days be self-operative upon delivery to the Tenant of demand therefor a subordination of lease or subordination of deed of trust, an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, upon request by the holder Landlord, execute and deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same. If the Landlord’s interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (the “Holder”i) shall not be liable for any act or omission of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact subject to executeany offset, deliver and record defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such document sale or conveyance of Rent for more than one month in advance (except prepayments in the name nature of security for the performance by the Tenant of its obligations hereunder), and on behalf (iv) shall be liable for the performance of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord the other obligations of the Landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to only during the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any period such Security Instrument to evidence the attornment described in this Article 28successor landlord shall hold such interest.

Subordination. Without The indebtedness evidenced by this CFC Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed by Tenant all of the Buyer’s recourse obligations under the Receivables Purchase Agreement. The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectBuyer’s successors and assigns and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date after the Final Payout Date on which all advances outstanding under the Receivables Purchase Agreement have been repaid in full and all other obligations of the Buyer thereunder (all such obligations, collectively, the “Senior Claims”) have been indefeasibly paid and satisfied in full, the Originator shall not demand, accelerate, xxx for, take, receive or accept from the Buyer, directly or indirectly, in cash or other property or by set-off or any other manner (including without limitation from or by way of collateral) any payment or security of all or any of the indebtedness under this CFC Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) the Originator hereby agrees that it will not institute against the Buyer any Insolvency Proceeding unless and until a period of one year and one day has elapsed after the Final Payout Date and (ii) nothing in this paragraph shall restrict the Buyer from paying, or the land upon which Originator from requesting, any payments under this CFC Subordinated Note so long as the Building and Buyer is not required under the Project are situatedReceivables Purchase Agreement to set aside the funds used for such payments for the benefit of, or bothotherwise pay over to, any of the Senior Claimants; and (b) provided, further, that the lien making of such payment would not otherwise violate the terms and provisions of the Receivables Purchase Agreement. Should any mortgage payment, distribution or deed security or proceeds thereof be received by the Originator in violation of trust which may now exist or hereafter be executed in any amount for which the Buildingimmediately preceding sentence, the ProjectOriginator agrees that such payment shall be segregated, received and held in trust for the land upon which the Building benefit of, and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Indenture Trustee for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) Each Agent (on behalf of itself and its other Relevant Subordinated Parties) hereby agrees, on a several basis, that all ground leases of their respective right, title and interest in and to the Subordinated Obligations shall be subordinate and junior in right of payment to the rights of the Senior Parties in respect of the obligations of each Guarantor (whether now existing or underlying leases which may now exist from time to time after the date hereof incurred, assumed, created or hereafter be executed affecting arising) arising under the BuildingSenior Debt Documents (as defined below), including the Projectpayment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the land upon which the Building and the Project are situated, or both; and (b) the lien filing of any mortgage Insolvency Proceeding (as defined below) relating to the Company or deed any Guarantor pursuant to the terms of trust which may now exist the Senior Debt Documents, whether or hereafter be executed not a claim for post-filing interest is allowed or allowable in any amount for which such Insolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any of the Building, the Project, the land upon which the Building and the Project are situated, ground leases foregoing is allowed or underlying leases, or Landlord’s interest or estate allowable as a claim in any of said items is specified as security Insolvency Proceeding (collectively, the “Security InstrumentsSenior Obligations”). Notwithstanding For the foregoingavoidance of doubt, Landlord shall (1) “payment in full” (or similar term used herein) of the Senior Obligations will not be deemed to have the right to subordinate or cause to be subordinated such ground or underlying leases or occurred so long as any such liens to this Lease, Obligations under and in such case, as defined in the event that Senior Debt Documents remain outstanding (other than any ground lease inchoate obligations for which no claim has been asserted) and (2) nothing herein shall or underlying lease terminates for any reason shall be deemed to affect, alter 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 such subordination, attorn to and become impair the tenant rights of the successor-in-interest to Landlord, at Subordinated Parties under the option of such successor-in-interest to Landlord. Tenant covenants relevant ECA Agreement and agrees to execute and deliver, within ten the [Loan] Documents (10as defined in the relevant ECA Agreement) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease other than with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, the Subordinated Guarantees entered into in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided connection with that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedECA Agreement. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.For purposes hereof:

Subordination. Without The indebtedness evidenced by this Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed all of SPV’s recourse obligations under that certain Receivables Purchase Agreement dated as of the date hereof by Tenant and among SPV, The Timken Corporation, as Servicer, various “Purchasers” from time to time party thereto, various “Managing Agents” from time to time party thereto and The Bank Of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the “Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectAgent, or the land upon which the Building Managing Agents and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in Purchasers and/or any of said items is specified as security their respective assignees (collectively, the “Security InstrumentsSenior Claimants”)) under the Purchase Agreement. Notwithstanding Until the foregoingdate on which all “Capital” outstanding under (and as defined in) the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, Landlord collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall have not demand, accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the right indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to subordinate enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or cause Originator from requesting, taking, receiving or accepting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, any of the Senior Claimants the funds used for such payments and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without The indebtedness evidenced by this Subordinated Note is subordinated to the necessity prior payment in full of any additional documents being executed all of SPV’s recourse obligations under that certain Amended and Restated Receivables Purchase Agreement dated as of November 23, 2010 by Tenant and among SPV, Originator, as Servicer, the entities from time to time party thereto as Conduits, the entities from time to time party thereto as Financial Institutions, the entities from time to time party thereto as Managing Agents, and The Bank of Nova Scotia, as the “Administrative Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the purpose of effecting a subordinationdirect benefit of, this Lease shall and may be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingenforced by, the ProjectAdministrative Agent, or the land upon which the Building Managing Agents and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in Purchasers and/or any of said items is specified as security their respective assignees (collectively, the “Security InstrumentsSenior Claimants”)) under the Purchase Agreement. Notwithstanding Until the foregoingdate on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, Landlord collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall have not demand, accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the right indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to subordinate enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or cause Originator from requesting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the funds used for such payments to any of the Senior Claimants and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsproperty of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Administrative Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without The Holder hereby acknowledges and agrees that the necessity indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up, liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Partnership, or any of its property (whether voluntary or involuntary, partial or complete), or any other marshalling of the assets and liabilities of the Partnership, be subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Partnership (including, without limitation, the Obligations, as defined in each of the Credit Facilities), except for (i) the indebtedness evidenced by this Note, including the principal hereof and interest thereon, and (ii) such obligations, liabilities and indebtedness which by the terms thereof are expressed to be payable pari passu with, or subordinate and subject in right of payment to, the indebtedness evidenced by this Note. In addition to the foregoing (and not in limitation thereof), the Holder hereby further acknowledges and agrees that no payment of the principal sum hereof, interest thereon or other indebtedness evidenced by this Note shall be made by the Partnership when and for so long as (i) the Partnership is in default in the payment of any additional documents being executed by Tenant for the purpose of effecting a subordinationSenior Indebtedness when due and payable, this Lease shall be subject and subordinate at all times to: (aii) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease applicable grace period with respect to any a payment default on Senior Indebtedness has ended and such Security Instrumentsdefault has not been cured or waived or ceased to exist, and shall specifically execute, acknowledge and deliver within ten or (10iii) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure maturity of any Security Instrument, and Tenant shall, within ten (10) days Senior Indebtedness has been accelerated because of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28a default.

Subordination. Without (a) Landlord may have heretofore or may hereafter encumber with a mortgage, deed of trust, deed to secure debt, financing statement or other security interests (collectively, a “Mortgage”) the necessity Land, the Project or any part thereof or any interest therein, may sell and lease back the Land, the Project or any part thereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with a Mortgage. (The holder of any additional documents being executed by Mortgage is herein called a “Mortgagee.” A lease creating Landlord’s interest in the Land, the Project or part thereof is herein called a “Ground Lease” and the lessor under any such Ground Lease is herein called a “Ground Lessor.”) This Lease and the rights of Tenant for the purpose of effecting a subordination, this Lease hereunder shall be and are hereby expressly made subject to and subordinate at all times to: (a) all ground leases or underlying leases which may to any Mortgage and to any Ground Lease now exist or hereafter be executed affecting the Buildingexisting, the Projectand to all amendments, or the land upon which the Building modifications, renewals, extensions, consolidations and the Project are situatedreplacements thereof, or both; and (b) the lien of any mortgage or deed of trust which may now exist to all advances made or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground made upon the security thereof; provided, however, that the Mortgagee or underlying leases or any such liens to Ground Lessor shall not, so long as Tenant shall not be in default under this Lease, and disturb Tenant in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant its possession of the successor-in-interest to Landlord, at the option of such successor-in-interest to LandlordLeased Premises or terminate Tenant’s rights hereunder. Tenant covenants and agrees to execute and deliver, deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any receipt of such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28written request.

Subordination. Without This Lease and the necessity rights of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be hereunder are expressly subject and subordinate at all times to: (a) all to any ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or lease of the land upon which comprising the Building Complex hereafter existing (Landlord hereby confirming that the land comprising the Complex is not currently ground leased), and the Project are situatedall amendments, or both; renewals, modifications and (b) extensions of and to any said ground lease, and to the lien and provisions of any mortgage now or hereafter existing encumbering the Complex, or any part thereof, or said ground leasehold estate, and all amendments, renewals and modifications and extensions of and to any such mortgage, and to all advances made or hereafter to be made upon the security of any such mortgage; provided, however, that such subordination is contingent upon Tenant being provided with a non-disturbance agreement reasonably acceptable to Tenant. As used herein, the term mortgage shall mean any first lien mortgage, deed of trust trust, deed to secure debt or other instruments used to secure debt. Landlord represents and warrants to Tenant that Lender, which may now exist or hereafter be executed in any amount for which currently holds a mortgage encumbering the BuildingPremises, has agreed to utilize the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any form of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to nondisturbance and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordattornment agreement attached hereto as Exhibit D and made a part hereof. Tenant covenants and agrees to execute and deliverdeliver such agreement (properly completed) upon request by Landlord, and as to any future mortgage or ground lease, Tenant agrees to execute and deliver the standard form of subordination, nondisturbance and attornment agreement of the mortgagee or ground lessor within ten (10) days after demand request by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, the nondisturbance provisions thereof are reasonably acceptable to Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at all times to: (a) to all ground leases or underlying leases leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may now exist or hereafter be executed affecting covering the BuildingPremises, the ProjectProject or the property or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that a condition precedent to such subordination shall be that Landlord obtains from the lender or other party in question a commercially reasonable non-disturbance agreement in favor of Tenant. Subject to the foregoing, Tenant agrees, within ten (10) business days after Landlord's written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease to any such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the land upon which event any proceedings are brought for the Building and the Project are situated, or both; and (b) the lien foreclosure of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens deed in lieu thereof, to this Lease, and in such case, in attorn to the event that any ground lease or underlying lease terminates for any reason purchaser or any mortgage successors thereto upon any such foreclosure sale or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that thereof as so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn so by such purchaser and to and recognize such purchaser as Tenant’s landlord the lessor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Lease; Tenant shall, within ten (10) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of demand therefor, execute any notices of Landlord's default under this Lease to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a commercially reasonable instruments time after receipt of such notice within which to cure any such default. Tenant waives the provisions of any current or other documents future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument to evidence the attornment described in this Article 28foreclosure proceeding or sale.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist of the Buildings or hereafter be executed affecting the Building, the Project, or the land upon which the Building Project and the Project are situated, or both; and (b) to the lien of any mortgage mortgage, trust deed or deed of trust which may other encumbrances now exist or hereafter in force against the Buildings 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 executed in any amount for which made upon the Buildingsecurity of such mortgages or trust deeds, unless the Projectholders of such mortgages, trust deeds or other encumbrances, or the land upon which the Building and the Project are situated, lessors under such ground leases lease or underlying leases, or Landlord’s interest or estate require in any of said items is specified as security writing that this Lease be superior thereto (collectively, the “Security InstrumentsSuperior Holders”). Notwithstanding the foregoingHowever, Landlord shall have the right in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or cause other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Pursuant to be subordinated such SNDA, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or underlying leases set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such liens foreclosure sale or deed in lieu thereof (or to the ground lessor), and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, and in such caselienholder or purchaser or ground lessor shall agree to accept this Lease and perform the obligations of Landlord hereunder (including, without limitation, the funding of the Improvement Allowance (or in the event that any ground lease or underlying lease terminates alternative, the recognition of Tenant’s right to offset rent for any reason or any mortgage or deed failure of trust is foreclosed or a conveyance Landlord to pay the Improvement Allowance as provided in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Section 2 of the successor-in-interest Work Letter), but excluding any obligation to complete any of Landlord’s construction obligations set forth in Section 1 of the Work Letter), at and not disturb Tenant’s occupancy, so long as Tenant timely pays the option of such successor-in-interest to Landlord. Tenant rent and observes and performs the terms, covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination conditions of this Lease with respect to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedlienholder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand thereforrequest by Landlord, execute any commercially reasonable such further instruments or other documents assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any such Security Instrument foreclosure proceeding or sale. Landlord represents to evidence Tenant that there are not any Superior Holders as of the attornment described in date of this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease is and shall be subject and subordinate at all times to: to the following (each an “Encumbrance”): (a) all any reciprocal easement agreements and ground leases or other underlying leases which that may now exist or hereafter be executed affecting Landlord’s interest in the Building, the ProjectProperty, or the land upon which the Building and the Project are situatedany portion thereof, or both; and (b) the lien of any mortgage or deed of trust which that may now exist or hereafter be executed by Landlord in any amount for which any part of the BuildingProperty, the Project, the land upon which the Building and the Project are situated, any ground leases or underlying leases, or Landlord’s interest or estate in any of said items therein, is specified as security (collectivelysecurity; provided that as a condition to any such Encumbrance, “Security Instruments”)the holder of the Encumbrance shall, at County’s request, enter into a subordination and nondisturbance agreement with County in a form then commercially reasonable. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, County shall pay subsequent Rent and attorn to and become the tenant of the successor-in-interest to such successor Landlord, at the option of such successor-in-interest interest, provided that County has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to Landlordsuch attornment the holder of such Encumbrance shall, at County’s request, agree that so long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess County of the Premises in accordance with the terms hereof. Tenant covenants The provisions of this Section shall be self-operative and agrees no further instrument shall be required other than as provided in this Section. County agrees, however, to execute and deliver, within ten (10) days after demand upon request by Landlord thereforand in a form reasonably acceptable to County, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsEncumbrance as provided herein. Landlord shall use its best efforts to provide to County, before the Effective Date, executed non- disturbance and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by attornment agreements from the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days existing Encumbrance. The form of demand therefor, execute any commercially such agreement shall be subject to County’s reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28approval.

Subordination. Without This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the necessity Real Property. However, Landlord represents to Tenant that, as of any additional documents being executed by the date of this Lease, no mortgage or deed of trust encumbers the Project. Subject to Tenant for the purpose of effecting a subordinationobtaining an SNDA (as defined below), this Lease shall be is subject and subordinate at all times to: (a) to all ground leases or underlying leases leases, mortgages and deeds of trust which hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may now exist or hereafter be executed affecting covering the BuildingPremises, the Project, Project or the land upon which property or any renewals, modifications, consolidations, replacements or extensions thereof, for the Building full amount of all advances made or to be made thereunder and without regard to the Project time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a commercially reasonable written undertaking in favor of Tenant to the effect that, among other things, such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease (an “SNDA”). Tenant agrees that in the event any proceedings are situated, or both; and (b) brought for the lien foreclosure of any mortgage or deed of trust which or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute such further commercially reasonable instruments or assurances as such purchaser may now exist reasonably deem necessary to evidence or hereafter be executed in confirm such attornment. Tenant agrees to provide copies of any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or notices of Landlord’s interest or estate in default under this Lease to any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage mortgagee or deed of trust is foreclosed beneficiary whose address has been provided to Tenant and Tenant shall provide such mortgagee or deed of trust beneficiary a conveyance in lieu commercially reasonable time after receipt of foreclosure is made for any reason, Tenant shall, notwithstanding such notice within which to cure any such subordinationdefault as provided in the SNDA. Tenant waives the provisions of any current or future statute, attorn rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and become the tenant obligations of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, hereunder in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure event of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments foreclosure proceeding or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28sale.

Subordination. 15. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times toto (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project or any common areas are situated, or both; and (b) the lien or interest of any mortgage or deed of trust to secure debt which may now exist or hereafter be executed in any amount for which the said Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens or interests of mortgages or deeds to secure debt to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust to secure debt is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, Landlord at the option of such successorsuccessor in interest. Tenant agrees to execute such non-in-interest disturbance and attornment agreements as the holder of any mortgage or deed to Landlordsecure debt on the Building may reasonably require. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or deed to secure debt. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document documents in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforSPV shall make, any additional documents evidencing and all payments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as of October 6, 2000, by and among SPV, Originator, as Servicer, various "Purchasers" from time to time party thereto, and Bank One, NA (Main Office Chicago), as the "Agent" (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the "Senior Claimants") under the Purchase Agreement. Until the date on which all "Capital" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingSubject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees with Landlord that this Lease is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Project or any interest of Landlord therein, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof. Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant„ Tenant shall execute and deliver, any appropriate certificate or instrument that Landlord may request within ten (10) days after demand being requested by Landlord thereforto do so. In the event of the enforcement by the ground lessor, any additional documents evidencing the priority mortgagee, the trustee, the beneficiary or subordination of this Lease with respect to the secured party (any such Security Instrumentsparty being herein referred to as “Interest Holder”) under any such ground lease, and shall specifically executemortgage, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder trust or security agreement (the such documents being referred to herein as “HolderMortgage Documents”) of the Security Instrument requesting the document; remedies provided that any for by law or by such instrument provides that so long as no Tenant Default has occurred and is continuingMortgage Documents, Tenant’s rights under , upon written request of the Interest Holder or any person or party succeeding to the interest of Landlord as a result of such enforcement, will attorn to and automatically become the tenant of such Interest Holder or successor in interest without any change in the terms or other provisions of this Lease Lease; provided, however, that such Interest Holder or successor in interest shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record bound by (i) any such document payment of Rent for more than one month in advance except prepayments in the name and on behalf nature of Tenantsecurity for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of such Interest Holder or such successor in interest. If requested to do soUpon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant shall attorn to execute and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee deliver an instrument or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, instruments confirming and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence evidencing the attornment described in this Article 28herein set forth.

Subordination. Without This Lease and all of Tenant's rights hereunder shall be automatically subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the necessity security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any additional documents being executed such Encumbrance (or if by Tenant for deed in lieu of foreclosure the purpose of effecting a subordinationProject is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease shall be subject and subordinate at all times to: Lease, then (a) all Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildinglessor), the Project, or the land upon which the Building and the Project are situated, or both; and (b) Tenant shall recognize such purchaser or Encumbrancer as the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or "Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to " under this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to (c) Tenant's possession and become the tenant quiet enjoyment of the successor-in-interest to LandlordPremises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees conditions of this Lease to execute be observed and deliverperformed by Tenant. Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) days Business Days after demand request by Landlord therefor, or any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soEncumbrancer, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any such further commercially reasonable instruments or other documents assurances which are consistent with the provisions of this Section 13.1.1 to evidence or confirm the subordination or superiority of this Lease to any such Encumbrance. Tenant waives the provisions of any Requirement which may be required by Landlord give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Holder obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not be (i) liable for any action or omission of any prior Landlord under this Lease except for continuing non- monetary defaults, or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord accept as set forth in Section 12.8 above, or (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord unless actually received by the Encumbrancer, or (iv) liable for any Security Deposit not actually received by such Security Instrument Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to evidence by such Encumbrancer. Notwithstanding the attornment described in foregoing, (i) within thirty (30) days after Landlord's execution and delivery of this Article 28Lease, Landlord shall use commercially reasonable efforts to obtain from any current Encumbrancer a fully-executed Subordination, Non-Disturbance and Attornment Agreement on a commercially reasonable form, which includes such Encumbrancer's agreement to be bound following a foreclosure by Tenant's offset rights and Landlord's obligation to fund the Construction Allowance and (ii) the subordination of the Lease to a future Encumbrance shall be conditioned upon Tenant's receipt from any such Encumbrancer of such a recognition agreement.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to LandlordSection 1. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of that its rights under this Lease are now and will be subordinate to the operation and effect of any mortgage(s) or ground lease(s) now existing or hereafter placed upon the Premises, the Building and/or the Lot or any part or portion thereof without any further written document from Tenant; provided, however, that with respect to any such Security Instrumentsmortgage(s) and/or ground lease(s), and such subordination shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by be conditioned upon Landlord obtaining from the holder of any such mortgage, or the lessor under any such ground lease, as the case may be, a non-disturbance agreement in a commercially reasonable form (the “HolderNon-disturbance Agreement”) of the Security Instrument requesting the document; provided that any such instrument provides stating that so long as no Tenant Default has occurred is not in default under this Lease beyond any applicable notice and is continuingcure periods, Tenant’s rights under this Lease right to possession of the Premises shall not be terminatedaffected or disturbed by such holder or lessor. Tenant hereby irrevocably appoints agrees to execute any instrument reasonably required by Landlord as to effectuate the provisions hereof. In the event that any mortgagee of the Premises and/or the Building shall succeed to the interests of the Landlord under the within Lease, it is understood and agreed that said mortgagee shall not in any event be or become liable for any act or omission of any prior landlord (including the Landlord); or be subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or be bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including the Landlord); or be bound by any amendment or modification of the within Lease made without its attorneyconsent; or be bound to return any security deposit under the within Lease unless the same shall actually come into possession of said mortgagee. Within sixty days from the full execution of this Lease, Landlord shall provide Tenant with a Non-indisturbance Agreement from the holder of any existing mortgage encumbering the Premises, the Building and/or the Lot (the “Existing Mortgagee”). In the event that such Non-fact disturbance Agreement is not so delivered to execute, deliver and record any Tenant within such document in the name and on behalf of Tenant. If requested to do sosixty (60) day period, Tenant shall attorn have the right, as its sole and exclusive remedy, to and recognize as Tenant’s landlord under terminate this Lease any superior lessor, superior mortgagee or other purchaser or person taking title upon written notice to Landlord given within five (5) days after the Building by reason expiration of said sixty (60) day period (time being of the termination or foreclosure essence) unless Landlord shall have delivered such non-disturbance agreement to Tenant prior thereto. In the event of such termination, Landlord shall promptly return to Tenant any Security Instrumentpayment theretofore made by Tenant, and neither party shall have any further rights or obligations hereunder. In the event that Tenant shallshall not exercise its right to terminate this Lease as aforesaid, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or shall no longer have an obligation to cause the Holder of any such Security Instrument Existing Mortgagee to evidence the attornment described in this Article 28deliver an executed Non-disturbance Agreement to Tenant.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to LandlordXxxxxxxx, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Xxxxxxxx and in the form requested by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Xxxxxx. Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of demand thereforcurrent monthly Rent, execute the dates to which Rent has been paid in advance, and the amount of any commercially reasonable instruments or other documents which security deposit and prepaid Rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be required represented by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without Subject to the necessity last sentence of any additional documents being executed by Tenant for this Section 22.1 and the purpose other terms of effecting a subordinationthis Section 22.1, this Lease shall at all times be and remain subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises (collectively, the “Encumbrances”), and to all advances made or hereafter to be made upon the security thereof. Tenant shall execute and return to Landlord any documentation requested by Landlord in order to confirm the foregoing subordination within fifteen (15) days after Tenant’s receipt of Landlord’s written request. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, upon receipt of written request, attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease. Subject to the terms of an applicable SNDA (defined below), Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, (ii) liable for damages for any breach, act or omission of any prior landlord (provided that such mortgagee or successor shall be liable for curing any continuing defaults), or (iii) subject to any claim of offset or defenses that Tenant may have against any prior landlord except as otherwise provided in the lease and applicable SNDA. Notwithstanding any contrary provision of this Section 22.1, a condition precedent to the subordination of this Lease to any future Encumbrance is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement in recordable form (each, a “Future SNDA”) from the mortgagee, beneficiary or ground lessor under such future Encumbrance substantially conforming to Required SNDA (defined below) in all material respects. Tenant hereby acknowledges that as of the date on which may now exist or hereafter be executed Landlord and Tenant execute this Lease there is a deed of trust encumbering, and in any amount for which the Buildingforce against, the ProjectProject in favor of the lender(s) (the “Current Lender”). Concurrently with the execution of this Lease, Landlord and Tenant shall each sign, notarize and deliver to the land upon which other party, and Landlord shall cause the Building Current Lender to sign, notarize and deliver to Tenant within ten (10) days following Tenant’s execution and delivery of this Lease, a subordination, non-disturbance and attornment agreement in the Project are situatedform of Exhibit J attached hereto (the “Required SNDA”; each of the Future SNDA and Required SNDA, ground leases or underlying leasessometimes, or Landlord’s interest or estate in any of said items is specified as security (collectively, an “Security InstrumentsSNDA”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonLandlord fails to deliver an SNDA to Tenant, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact required to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under subordinate this Lease to any Encumbrance or interests thereunder and this Lease be superior lessor, superior mortgagee to said Encumbrance and the mortgagee’s or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28beneficiary’s interest thereunder.

Subordination. Without Tenant agrees: (a) that, except as hereinafter provided, this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to any mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the necessity right of possession of the Premises (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Premises or the Building, or any additional documents being executed by Tenant for the purpose of effecting a subordinationpart thereof and all advances made or to be made thereunder and extensions thereof (provided however, that this Lease shall be subject and subordinate at all times to: (a) all ground leases to a junior Mortgage or underlying leases which may now exist lien only upon the express written consent or hereafter be executed affecting agreement by the Building, holder of the Project, or the land upon which the Building and the Project are situated, or bothfirst lien Mortgage); and (b) that, subject to the lien provisions of Section 33.2, if the holder of any mortgage Mortgage (“Mortgagee”) or deed if the purchaser at any foreclosure sale or at any sale under a power of trust which may now exist or hereafter be executed sale contained in any amount Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for which the Buildingbalance then remaining of the Term of this Lease, subject to all terms of this Lease; and (c) that the Project, the land upon which the Building aforesaid provisions shall be self-operative and the Project are situated, ground leases no further instrument or underlying leases, document shall be necessary unless required by any such Mortgagee or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)purchaser. Notwithstanding anything to the foregoingcontrary set forth above, Landlord shall have the right to any Mortgagee may at any time subordinate or cause to be subordinated such ground or underlying leases or any such liens its Mortgage to this Lease, without Tenant’s consent, by execution of a written document, subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such Mortgage to the extent set forth in such written document, without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such casewritten document, in such Mortgagee shall have the event that any ground lease or underlying lease terminates for any reason same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage as though this Lease had been assigned to such Mortgagee. Should Landlord or any mortgage Mortgagee or deed purchaser desire confirmation of trust is foreclosed either such subordination or a conveyance in lieu of foreclosure is made for any reasonsuch attornment, as the case may be, Tenant shallupon written request, notwithstanding any such subordinationand from time to time, attorn to will execute and become the tenant of the successor-in-interest deliver without charge and in form satisfactory to Landlord, at to the option of Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such successor-in-interest subordination and/or agreement to attorn, in recordable form within five (5) days following a request therefor from Landlord. If Tenant covenants and agrees fails to execute and deliverdeliver the instruments and documents as provided for herein within the time period set forth, within ten (10) days after demand by Tenant does hereby make, constitute and appoint Landlord thereforor such Mortgagee or purchaser, any additional documents evidencing as the priority or subordination of this Lease with respect to any such Security Instrumentscase may be, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeand in its name, deliver place and record any such document in the name and on behalf of Tenant. If requested stead to do so, or Landlord may treat such failure as an event of default, subject to applicable notice and cure periods otherwise provided in this Lease. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable. Tenant shall attorn agree to and recognize as Tenant’s landlord under any reasonable changes to this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which as may be required by Landlord a Mortgagee, which changes do not materially alter the non-economic terms, or alter in any way the Holder economic terms, of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforAssignee shall make, any additional documents evidencing and all payments and prepayments relating to the priority or subordination of credit extended under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) owned by Assignee at such time exceeds the sum of (a) all unpaid amounts outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all credit extended under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, or at any time after the occurrence of a Termination Event that is continuing, Originator shall be subordinated in its right of payment to the prior payment of any indebtedness or obligation of Assignee owing to the Agent (as defined below) and the Purchaser (as defined below) under that certain Receivables Purchase Agreement dated as of September 8, 2009 by and among Assignee, Hannover Funding Company LLC (the “Purchaser”), the Originator, NordDeutsche Landesbank Girozentrale, as agent for the Purchaser (in such capacity, together with its successors and assigns in such capacity, the “Agent”) and the various other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchaser and/or any of their respective assignees (collectively, the “Senior Claimants”). Until the date on which the “Investment” outstanding under the Receivables Purchase Agreement has been repaid in full and all other obligations of Assignee thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against Assignee any proceeding of the type described in paragraph (q) of Exhibit V to the Receivables Purchase Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without Each Subordinated Creditor hereby agrees that any and all liens on and security interests in the necessity Collateral granted by the Company to such Subordinated Creditor to secure any Subordinated Debt (collectively, the "Levy Liens"), including without limitation those set forth on Exhibit B annexed --------- hereto, is hereby immediately made subordinate and junior to, and postponed in priority and effect to, the liens on and security interests in the Collateral granted by the Company to Tail Wind pursuant to the Collateral Agreements to secure the Senior Debt, all as if Tail Wind's liens on and security interests in the Collateral had been perfected by the recording of mortgages and timely filing of financing statements or by any other legal means prior to the time that any lien or security interest in the Collateral securing Subordinated Debt was perfected and prior to the recording of any additional documents being executed by Tenant mortgage or filing of any financing statements in connection with the Subordinated Debt. Nothing contained in this Agreement or otherwise will in any event be deemed to constitute any holder of Senior Debt the agent of any of the Subordinated Creditors for any purpose nor to create any fiduciary or similar relationship between any such holder of Senior Debt and any of the purpose Subordinated Creditors. The terms of effecting a subordinationthis Agreement, this Lease the subordination effected hereby and the rights of the holder of Senior Debt shall not be subject and subordinate at all times toaffected by: (a) all ground leases any amendment of or underlying leases which may now exist addition or hereafter be executed affecting replacement of or supplement to the BuildingCollateral Agreements or any other instrument or agreement relating to the Senior Debt or securing any of the Senior Debt, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien any exercise or non-exercise of any mortgage right, power or deed remedy under or in respect of trust which may now exist the Senior Debt or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases instrument or underlying leasesagreement relating thereto, or Landlord’s interest or estate in securing any of said items is specified as security same, or (collectivelyc) any waiver, “Security Instruments”). Notwithstanding consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission in respect of any Senior Debt or any instrument or agreement relating thereto, or securing any of same, all whether or not the holders of the Subordinated Debt shall have had notice or knowledge of any of the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees Each Subordinated Creditor hereby authorizes Tail Wind to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and file on behalf of Tenant. If requested to do so, Tenant shall attorn to such Subordinated Creditor any and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee all UCC Financing Statement amendments necessary or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument desirable to evidence the attornment described in this subordination contained herein for the Collateral covered by Article 289 of the New Jersey Uniform Commercial Code.

Subordination. Without the necessity of any additional documents subordination document being executed by Tenant for Tenant, at the purpose election of effecting Landlord or any mortgagee or beneficiary under a subordinationdeed of trust which covers the Premises, or any lessor or a ground or any underlying lease with respect to the Facility, this Lease shall be subject and subordinate at all times to: (ai) all ground leases, master leases or underlying leases and covenants, conditions and restrictions, reciprocal easement agreements, and parking agreements relating to the operation, management and development of the Facility which may now exist and provided any such instruments which may be created or modified after the date of this Lease do not materially and adversely impact Tenant's use and enjoyment of the Premises, then this Lease shall be subject and subordinate to any such instruments which may hereafter be executed affecting the BuildingFacility, the Projectand all amendments, or the land upon which the Building renewals, modifications, consolidations, supplements and the Project are situatedextensions thereof, or both; and (bii) the lien of any mortgage and all mortgages or deed deeds of trust which may now exist or hereafter be executed in any amount or amounts for which the BuildingFacility, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or any portion thereof or Landlord’s 's interest or estate in any of said items such items, is specified as security and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof and the rights of the parties in all such leases, agreements and instruments (collectively, “Security Instruments”the "Superior Interests"). Notwithstanding the foregoing, Landlord shall have the unconditional right to subordinate or cause to be subordinated such ground or underlying leases or any such liens Superior Interests which may now exist or hereafter be executed in any amount or amounts for purposes stated hereinabove to this Lease. If any such Superior Interest shall terminate or be foreclosed upon, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, then, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at subject to and in accordance with the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination terms of this Lease with respect and any modifications hereto. The provisions of this Section 16.01 shall be self- operative upon any election by Landlord or any mortgagee or beneficiary and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of Landlord or any such Security Instrumentsmortgagee or beneficiary, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agrees to execute, deliver and record from time to time, instruments in confirmation of the foregoing provisions of this Section 16.01, satisfactory to Landlord or any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title beneficiary, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 16.01 shall be construed to the Building by reason of the termination or foreclosure of impair any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required right otherwise exercisable by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgagee or beneficiary.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord NSI Georgia shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforSPV shall make, any additional documents evidencing and all payments and prepayments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note, provided that, after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Credit and Security InstrumentsAgreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Credit and Security Agreement) outstanding at such time under the Credit and Security Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. NSI Georgia hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, NSI Georgia shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Agent or any Lender under that certain Credit and Security Agreement dated as of May 2, 2001 by and among SPV, as Borrower, NSI Georgia, as initial Servicer, various "Lenders" from time to time party thereto, and Wachovia Bank, N.A., as the "Agent" (as amended, restated, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Lenders and/or any of their respective assignees (collectively, the "Senior Claimants") under the Credit and Security Agreement. Until the date on which the "Aggregate Invested Amount" outstanding under the Credit and Security Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, NSI Georgia shall not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by NSI Georgia in violation of this Section 4, NSI Georgia agrees that such payment shall be segregated, xxxxxxxx xxx xxxx xx xrust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without 13.1. This Lease and the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease term and estate hereby granted are and shall be subject and subordinate at to the lien of each mortgage and to any ground or net lease of all times to: (a) or substantially all ground leases of the Building or underlying leases the Center or the land thereunder which may now exist or at any time hereafter be executed affecting affect the BuildingPremises, the ProjectBuilding and/or the Land, or the land upon which Landlord’s interest therein (collectively, as the Building same may be modified, amended, supplemented, restated and renewed, the Project are situated“underlying mortgages” and “underlying leases”), or both; and (b) provided that this subordination to the lien of any underlying mortgage or deed to any underlying lease hereafter entered into by the Landlord shall be upon the condition that the mortgagee or lessor thereunder shall execute, acknowledge and deliver to the Tenant an instrument (a “Non-Disturbance Agreement”) in recordable form, on the mortgagee’s or lessor’s standard form, provided that such form shall be reasonably acceptable to the Tenant, and shall, from a substantive point of trust view, provide substantially the same protection to the Tenant as the form of Non-Disturbance Agreement attached hereto as Exhibit K-1 or K-2, as applicable. Notwithstanding anything to the contrary contained in the preceding sentence or in Section 13.2, if the Tenant is entitled pursuant to this Section 13.1 to receive a Non-Disturbance Agreement in recordable form relating to any unrecorded underlying mortgage, such Non-Disturbance Agreement shall be delivered to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx (the “Escrow Agent”) to be held in escrow in accordance with that certain escrow agreement among the Landlord, the Tenant and the Escrow Agent, a copy of which is attached hereto as Exhibit N. If any unrecorded mortgage for which a Non-Disturbance Agreement has been previously delivered to, and received by, the Escrow Agent is subsequently recorded, then the Landlord and the Tenant shall jointly instruct the Escrow Agent to deliver such Non-Disturbance Agreement to the Tenant. If the Escrow Agent misplaces any Non-Disturbance Agreement with respect to any unrecorded mortgage that has been delivered to, and received by, the Escrow Agent, the Landlord shall replace the same. If such a form of Non-Disturbance Agreement is offered to the Tenant for execution, the Tenant shall promptly execute and return the same and if the Tenant fails to execute and return the same within 15 business days, the requirement that a Non-Disturbance Agreement be delivered to the Tenant shall be deemed satisfied. If any part of the Premises is situated in the building known as 00 Xxxxxxxxxxx Xxxxx and 1250 Avenue of the Americas, this Lease and the term and estate hereby granted are and shall be subject and subordinate to the Declaration Establishing a Plan for Condominium Ownership of The Rockefeller Center Tower Condominium (and the by-laws annexed thereto) dated as of December 1, 1988, as the same may now exist have been or may hereafter be executed in any amount for which amended (the Building“Condominium Documents”). Subject to the Landlord’s obligation under this Section 13.1 to cause a Non-Disturbance Agreement to be delivered to the Tenant, the Project, foregoing provisions for the land upon which the Building subordination of this Lease and the Project are situatedterm and the estate hereby granted shall be self-operative and no further instrument shall be required to effect any such subordination; provided that the Tenant agrees that it shall, ground leases from time to time, upon request by the Landlord, execute and deliver any and all instruments that may be necessary or underlying leases, proper to effect such subordination or to confirm or evidence the same. If the Landlord’s interest in the Building or estate the Land shall be sold or conveyed to any person, firm or corporation which is not an Affiliate of the Landlord (each a “Successor Landlord”) upon the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such Successor Landlord and each person, firm or corporation thereafter succeeding to such Successor Landlord’s interest in the Building or the Land or this Lease shall not be (i) liable for any previous act or omission of the Landlord under this Lease, (ii) subject to any offsets, defenses, claims or counterclaims that the Tenant may have against the Landlord or any predecessor landlord (provided that, notwithstanding the foregoing, the Successor Landlord, and anyone claiming by, through or under any Successor Landlord, shall be bound by any offsets that the Tenant may have which are expressly set forth in this Lease), (iii) bound by any covenant to perform or complete any construction (including, without limitation, repairs and restoration following damage or destruction or any condemnation involving any property of the Tenant, the Premises and/or the Building) in connection with said items is specified as property, the Premises and/or the Building or to pay any sums to the Tenant in connection therewith, (iv) bound by any prepayment of more than one (1) month’s rent or other charges under this Lease unless such payment shall have been expressly approved in writing by the holder of such underlying mortgage or such underlying lease (or their nominees, successors or assigns) and except for payments made pursuant to Article 24 of this Lease in connection with Real Estate Taxes, (v) liable for any security deposit payable under this Lease unless such security deposit shall have been received by the Successor Landlord, or (collectivelyvi) bound by any amendment, “Security Instruments”modification, extension, expansion, termination, cancellation or surrender of the Lease not expressly provided for in the Lease unless approved in writing by the holder of such underlying mortgage or such underlying lease (or their nominees, successors or assigns). Notwithstanding the foregoing, (x) to the extent that any repair or restoration required by this Lease as a result of damage, destruction or condemnation affecting the Premises can be accomplished with the net proceeds of any insurance or condemnation award actually received by, or made available to the Successor Landlord, the Successor Landlord shall have be obligated to perform such repair or restoration in accordance with the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to terms of this Lease, but only to the extent of such net proceeds and in such case, (y) except in the event that any ground lease case of damage, destruction or underlying lease terminates for any reason or any mortgage or deed condemnation as set forth in the preceding clause (x), no Successor Landlord shall be relieved of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn its obligations to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination comply with those provisions of this Lease with respect which require the Landlord to any such Security Instruments, maintain and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to repair the Building by reason of and the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28building systems.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease Each sublease shall be subject and subordinate at to this Lease and to the matters that this Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all times to: (a) acts and omissions of all ground leases subtenants and anyone claiming under or underlying leases which may now exist through any subtenants which, if performed or hereafter omitted by Tenant, would be executed affecting a default under this Lease. Each sublease shall terminate upon the Building, the Project, expiration or the land upon which the Building and the Project are situated, or both; and (b) the lien termination of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in provided that if this Lease shall expire or terminate during the event that term of 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 sublease for any reason, or if Tenant shallshall surrender this Lease to Landlord during the term of any sublease, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at in its sole discretion, upon written notice given to Tenant and the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten subtenant not more than thirty (1030) days after demand by Landlord thereforthe effective date of such expiration, termination or surrender, without any additional documents evidencing or further agreement of any kind on the priority or subordination part of this Lease subtenant, may elect to continue such sublease with respect the same force and effect as if Landlord as lessor and subtenant as lessee had entered into a lease as of such effective date for a term equal to any the then unexpired term of such Security Instruments, sublease and shall specifically execute, acknowledge containing the same terms and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, conditions as those contained in the form required by sublease, and, if Landlord shall so elect, the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant subtenant shall attorn to Landlord and recognize Landlord and the subtenant shall thereupon have the same rights, obligations and remedies thereunder as were had by Tenant and the subtenant thereunder prior to such effective date, respectively, except that in no event shall Landlord be (a) liable for any act or omission by Tenant’s landlord under this Lease , or (b) subject to any superior lessoroffsets or defenses which the subtenant had or might have against Tenant, superior mortgagee (c) bound by any rent or additional rent or other purchaser payment paid by the subtenant to Tenant in advance or person taking title (d) bound by any amendment to the Building Sublease not consented to by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this (a) This Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting to the BuildingGround Lease, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage mortgages or deed deeds of trust which may now exist of the Ground Lessor or hereafter be executed the Landlord in any amount for which or amounts whatsoever now or hereafter placed on or against the BuildingDemised Premises, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesGround Lease, or Landlord’s interest or 's leasehold estate in this Lease without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however, that so long as no Default exists, the terms of this Lease shall not be affected by termination proceedings in respect to the Ground Lease or by foreclosure or other proceedings under such mortgages or deeds of trust, Tenant hereby agreeing, at the written request of the Ground Lessor, or the purchaser in such foreclosure or other proceedings, to attorn to the Ground Lessor, or to such purchaser, as applicable (provided the Ground Lessor or such purchaser agrees to recognize Tenant's leasehold estate and not disturb Tenant's tenancy so long as Tenant is not in Default under any of said items is specified the terms, covenants or conditions of this Lease), or, at Ground Lessor's or such purchaser's option, as security (collectivelythe case may be, “Security Instruments”)to enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Notwithstanding the foregoing, Landlord Tenant shall have execute and deliver such further instrument or instruments evidencing such subordination of this Lease to the right to subordinate Ground Lease, or cause to be subordinated such ground or underlying leases or the lien of any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed mortgages or deeds of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, as may be requested by Landlord within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination from Tenant's receipt of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; request provided that any such instrument provides that so long as no Tenant Default has occurred also evidences Tenant's rights of recognition and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorneynon-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28disturbance.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, or any lessor of a ground or underlying lease with respect to the Building, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground Development or any leases or underlying leasesthereof, or Landlord’s 's interest or and estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the successor-in-interest Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to Landlord, at give Tenant any right to terminate or otherwise adversely affect this Lease and the option obligations of Tenant hereunder in the event of any such successor-in-interest to Landlordforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord underlying leases or the Holder lien of any such Security Instrument to evidence the attornment described in this Article 28.any

Subordination. Without the necessity of any additional documents 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 Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or bothPremises; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises, or Landlord’s 's interest or and estate in any of said items items, is specified as security (collectivelysecurity; provided that Tenant receives a commercially reasonable non-disturbance agreement from the respective lessor, “Security Instruments”)mortgagee or beneficiary. Notwithstanding the foregoing, Landlord shall have reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the successor-in-interest Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to Landlord, at give Tenant any right to terminate or otherwise adversely affect this Lease and the option obligations of Tenant hereunder in the event of any such successor-in-interest to Landlordforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, ground lease or underlying leases or the lien of any such mortgage or deed of trust. If Tenant fails to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may will be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default hereunder.

Subordination. Without As to existing encumbrancers and, provided that future encumbrancers recognize this tenancy and provided further that tenant shall not be disturbed by such future encumbrancers unless and until tenant is in material default of any of the provisions of this Lease, without the necessity of any additional documents document being executed by Tenant for the purpose of effecting affecting a subordination, and unless otherwise elected by Landlord or any mortgages or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project (or any part thereof), this Lease shall be subject and subordinate at all times to: __ (a) all ground leases lessee or underlying leases lesses which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are is situated, or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or cause to be subordinated this Lease to any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn _______ to and become the tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Xxxxxxxx and in the form requested by Landlord therefor, any additional documents evidencing the priority or of subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of TenantXxxxxx. If requested to do so, Landlord and Tenant shall attorn use best efforts to and recognize obtain a fully executed Agreement in the form attached as Tenant’s landlord under Exhibit C promptly after the execution of this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingPremises and a correct copy thereof shall have been provided to Tenant prior to the execution of this Lease, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in placed upon the Premises, any amount for which advances made on the Buildingsecurity thereof and any renewals, the Projectmodifications, the land upon which the Building and the Project are situatedconsolidations, ground leases replacements or underlying leasesextensions thereof, whenever made or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)recorded. 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 mortgages or deeds of trust to this Lease, and in such case, in Lease on notice to Tenant. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-interest to Landlord, Landlord at the option of such successor-in-interest, provided that Tenant shall have no claim against such successor-in-interest arising from Landlord’s acts or omissions occurring prior to Landlordsuch termination, foreclosure or conveyance in lieu thereof. Tenant covenants and agrees to execute and deliver, within Within ten (10) business days after demand request by Landlord thereforLandlord, Tenant shall execute and deliver any additional documents evidencing Tenant’s attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required requested by the holder (the “Holder”) Landlord or by any ground lessor, mortgagee, or beneficiary under a deed of the Security Instrument requesting the documenttrust; provided that any however, failure of Tenant to timely provide such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease documents shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf an event of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease is and shall be expressly subject and subordinate at all times to: to the following (each, a "MORTGAGE"): (a) all any ground leases or underlying leases which may lease of the Property, now exist or hereafter be executed affecting the Buildingexisting, the Projectand all amendments, or the land upon which the Building renewals and the Project are situated, or bothmodifications to any such lease; and (b) the lien of any mortgage or trust deed of trust which may now exist or hereafter encumbering fee title to the Property and/or the leasehold estate under any such lease; provided, that as a condition to subordinating its rights and interests under this Lease to any future Mortgage, Tenant shall be executed entitled to require the Mortgagee to enter into a subordination, non-disturbance and attornment agreement (a "SNDA") with Tenant, which SNDA shall be in the customary form used by such Mortgagee. If any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases such mortgage or underlying leasestrust deed is foreclosed, or Landlord’s interest if any such lease is terminated, upon request of the mortgagee, holder or estate in any of said items is specified lessor, as security the case may be (collectivelyeach, “Security Instruments”a "MORTGAGEE"), Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be. Notwithstanding anything to the foregoingcontrary contained herein, Landlord shall have any Mortgagee may subordinate, in whole or in part, its mortgage, trust deed or lease (as the right case may be) to subordinate this Lease by sending Tenant notice in writing subordinating such mortgage, trust deed or cause to be subordinated such ground or underlying leases or any such liens lease to this Lease. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request at any time by any such Mortgagee (or by any purchaser at foreclosure), to execute and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or deliver a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any SNDA to confirm such subordination, attorn to non-disturbance and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordattornment. Tenant covenants and agrees Tenant's failure to execute and deliver, deliver a SNDA within ten (10) days after demand written request from Landlord shall automatically constitute Tenant's acknowledgement and agreement that this Lease is subordinate (or superior as the case may be) to the Mortgage identified in the SNDA submitted by Landlord therefor, any additional documents evidencing to Tenant. Landlord represents and warrants to Tenant that as of the priority or subordination date of this Lease with respect to any such Security InstrumentsLease, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in no Mortgage encumbers the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Property.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination22.1 Subject to Section 22.2, below, this Lease (and the provisions hereof) and any extensions, renewals, replacements or modifications thereof are and shall at all times be subject and subordinate at all times to: to the lien and provisions of (ai) all any ground leases lease or underlying leases which may lease now exist or hereafter be executed affecting in force against the BuildingPremises, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) any mortgage, deed of trust and all other security documents now or hereafter securing payment of any indebtedness of Landlord with respect to the Premises, and to all advances made or hereafter to be made upon the security thereof and to any increases, renewals, modifications, substitutions, replacements, consolidations, restatements and extensions thereof, and/or amendments thereto. Although the foregoing subordination is self-effectuating, Tenant shall execute and return to Landlord any documentation requested by Landlord consistent with this Section 22 in order to confirm the foregoing subordination, within five (5) business days after Landlord’s written request. In the event (i) any proceedings are brought for foreclosure, (ii) the lien exercise of the power of sale under any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which encumbering the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises, or Landlord(iii) of a termination of the lessee’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason (or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option reversion of such successor-in-interest lessee’s interest) to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do solessor thereunder, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, or to lessor (or other party taking such reversionary interest) under such ground lease or underlying lease, and recognize such purchaser, grantee or lessor (as Tenant’s landlord the case may be) (hereinafter referred to as a “Successor Landlord”) as the Landlord under this Lease, provided such Successor Landlord assumes, either expressly or by operation of law, the obligations of “Landlord” arising under this Lease any superior lessor, superior mortgagee or other purchaser or person taking after the date title to the Land and Building is transferred to such purchaser or grantee. Tenant agrees that no Successor Landlord shall be (i) bound by reason any payment of Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the termination consent of such Successor Landlord, (iii) liable for damages for any breach, act or foreclosure omission of any Security Instrumentprior landlord, (iv) bound to effect or pay for any construction for Tenant’s occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and Tenant shallwhich have accrued prior to the date that such Successor Landlord takes legal title to the Land and the Building, within ten or (10vi) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or liable for the Holder return of any security deposit, unless such Security Instrument security deposit has been physically received by such Successor Landlord. Any such Successor Landlord shall have the right, at any time, to evidence the attornment described in subordinate to this Article 28Lease any instrument to which this Lease is otherwise subordinated by operation of this Section 22.

Subordination. Without This Lease is and shall be subject and subordinate to all the necessity terms and conditions of all underlying mortgages and to all ground or underlying leases of the Property which may now or hereafter encumber the Building and/or the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination shall be necessary. Notwithstanding the automatic subordination of this Lease, Tenant shall execute, within five (5) business days after request, any certificate that Landlord may reasonably require acknowledging such subordination. If Landlord has attached to this Lease, or subsequently delivers to Tenant, a form of subordination agreement required by a mortgagee of the Property, Tenant shall execute and return the same to Landlord within five (5) business days after receipt thereof by Tenant. Notwithstanding the foregoing, the party holding the instrument to which this Lease is subordinate shall have the right to recognize and preserve this Lease in the event of any additional documents being executed by foreclosure sale or possessory action, and in such case this Lease shall continue in full force and effect at the option of the party holding the superior lien (subject to the limitations in Sections 20(c) and 31(c)), and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the purpose confirmation of effecting such attornment. This Lease is and shall be subject and subordinate to all of the terms and conditions of all underlying mortgages and to all underlying ground leases of the entire building which may now or hereafter encumber the Building and/or the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided, however, that with respect to: (i) the Master Lease (hereinafter defined) as set forth in Section 39, upon the execution hereof, the landlord of the Master Lease and Tenant shall enter into a subordinationsubordination and non-disturbance agreement in the form attached hereto as Exhibit “H” (which agreement may be recorded at Tenant’s option and at Tenant’s sole cost and expense); and (ii) the existing mortgage and any future mortgages, this Lease shall be subject and subordinate at all times to: so long as the holder of any such mortgage shall have provided to Tenant a nondisturbance agreement in a form reasonably satisfactory to Tenant which shall provide, inter alia, that (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. extinguished by any foreclosure or other enforcement proceedings so long as Tenant hereby irrevocably appoints Landlord as its attorney-in-fact is not in default under this Lease, (b) subject to executethe foregoing, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord rights under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28are subordinate.

Subordination. Without the necessity of any additional documents 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 Premises, or any lessor of a ground or underlying lease with respect to the Premises, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or bothPremises; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasesPremises, or Landlord’s 's interest or and estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the successor-in-interest Premises will not be disturbed as long as Tenant is not in default under this Lease beyond the applicable cure period. Tenant hereby waives its rights under any law which gives or purports to Landlord, at give Tenant any right to terminate or otherwise adversely affect this Lease and the option obligations of Tenant hereunder in the event of any such successor-in-interest to Landlordforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the commercially reasonable form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver ground lease or underlying leases or the lien of any such mortgage or deed of trust within ten twenty (1020) days of demand therefor a subordination receipt of lease Landlord's written request therefor. If Tenant fails to sign and return any such documents within twenty (20) days of receipt, Tenant will be in default hereunder. With respect to any existing or subordination of deed future first lien mortgages, deeds of trust, or other liens entered into by and between Landlord and any such mortgagee and/or a beneficiary of any deed of trust or other such lien granted by Landlord, within thirty (30) days of Tenant's execution of this Lease, as a condition precedent to Tenant's obligations under this Lease, Landlord shall deliver to Tenant for immediate recording in the form required by Official Records of San Diego County notarized commercially reasonable nondisturbance agreements in writing from all lessors under all ground leases or underlying leases from all beneficiaries under all deeds of trust and all mortgagees under all mortgages affecting the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides Building stating that so long as no Tenant Default has occurred and is continuingnot in default under any of the terms, Tenant’s rights under covenants, conditions or agreements of this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executebeyond any applicable cure periods, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason and all of the termination or foreclosure terms, provisions and conditions of any Security Instrumentthis Lease, shall remain in full force and effect, and Tenant shallneither this Lease, within ten (10) days nor Tenant's rights nor Tenant's possession of demand therefor, execute the Premises will be disturbed during the Term of this Lease or any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28extension thereof.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, or any lessor of a ground or underlying lease with respect to the Building, this Lease shall will be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground Development or any leases or underlying leasesthereof, or Landlord’s 's interest or and estate in any of said items items, is specified as security (collectivelysecurity; provided, “Security Instruments”)however, that the subordination of this Lease to any mortgage or deed of trust or any ground or underlying lease is subject to Tenant's receipt of a commercially reasonable non-disturbance agreement from the holder of such mortgage or deed of trust or such ground or underlying lease in a form reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord shall have reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, agrees to attorn to and become the tenant of such successor in which event Tenant's right to possession of the successor-in-interest Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to Landlord, at give Tenant any right to terminate or otherwise adversely affect this Lease and the option obligations of Tenant hereunder in the event of any such successor-in-interest to Landlordforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, ground lease or underlying leases or the lien of any such mortgage or deed of trust. If Tenant fails to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may will be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default hereunder.

Subordination. Without the necessity (a)This Lease, and all rights of any additional documents being executed by Tenant for the purpose of effecting a subordinationhereunder, this Lease are and shall be subject and subordinate at in all times respects to: (ai) all present and future ground leases, overriding leases or and underlying leases and/or grants of term of the Property, the Building and/or any appurtenance thereto (collectively, the "Superior Lease"); (ii) all mortgages and building loan agreements, including leasehold mortgages, deeds of trust, and building loan agreements, which may now exist or hereafter be executed affecting affect the BuildingProperty, the ProjectBuilding and/or any appurtenance thereto (collectively, the "Mortgage"), whether or not the Mortgage shall also cover other land upon which the Building and the Project are situated, or bothand/or buildings; and (biii) each and every advance made or hereafter to be made under the lien Mortgage and to all renewals, modifications, replacements, substitutions and extensions of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building Superior Lease and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any Mortgage and spreaders and consolidations of said items is specified as security (collectively, “Security Instruments”)the Mortgage. Notwithstanding the foregoing, Landlord The provisions of this Section shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, self-operative and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed no further instrument of trust is foreclosed or a conveyance in lieu subordination shall be required. In confirmation of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to shall promptly execute and deliver, within ten (10) days after demand by Landlord thereforat its own cost and expense, any additional documents evidencing an instrument in recordable form to evidence such subordination. If, in connection with the priority obtaining, continuing or subordination renewing of financing, a bank, insurance company or other lender shall request reasonable modifications of this Lease with respect to any as a condition of such Security Instrumentsfinancing, and shall specifically executeTenant will not unreasonably withhold or delay its consent thereto, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no modifications do not increase the monetary obligations of Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. or materially increase the other obligations of Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver hereunder or materially and record any such document in adversely affect the name and on behalf rights of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without The Subordinating Party will not ask, demand, xxx for, take or receive from Borrowers, by setoff or in any other manner, the necessity whole or any part of any additional documents being executed monies, whether for principal, interest, including, but not limited to, any and all post-petition interest owed by Tenant for or on account of Borrowers to the purpose of effecting a subordinationSubordinating Party, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases other amount which may now exist or hereafter be executed affecting owing by Borrowers, or any of its respective successors or assigns, including, without limitation, a receiver, custodian, trustee or debtor in possession (the Buildingterm "Borrower" herein shall include any such successor or assign of the same) to the Subordinating Party under the Subordinated Note (the indebtedness, obligations and liabilities under the Subordinated Note being hereinafter referred to as the "Subordinated Indebtedness"), nor any security for the Subordinated Indebtedness, unless and until all Debt (as defined in the Credit Agreement) shall have been fully paid and satisfied with interest, including, but not limited to, any and all post-petition interest owed by or on account of Borrowers to Lender. All rights, liens and security interests of the Subordinating Party securing the Subordinated Indebtedness, whether now or hereafter arising and howsoever existing, in any assets of Borrowers or any assets securing the Debt shall, be and hereby are subordinated to the rights and interests of Lender in those assets; and the Subordinating Party shall have no right to possession of any such assets or to foreclose upon any such assets, whether by judicial action or otherwise, unless and until all of the Debt shall have been fully paid and satisfied. The Subordinating Party also hereby agrees that, regardless of whether the Debt is secured or unsecured, the ProjectSubordinating Party shall be subordinated to Lender with respect to the Subordinating Party's claims against Borrowers with respect to the Subordinated Indebtedness, or the land upon which the Building and the Project are situatedSubordinating Party's rights, or both; liens and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildingsecurity interest, the Projectif any, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security the Borrowers' assets and the proceeds thereof (collectivelyand any other assets securing the Debt), “Security Instruments”). Notwithstanding until all of the foregoing, Landlord Debt shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, been fully paid and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordsatisfied. Tenant covenants The Subordinating Party acknowledges and agrees that, to execute the extent the terms and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination provisions of this Lease Agreement are inconsistent with respect the Subordinated Note, the Subordinated Note shall be deemed to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28have been superseded.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, Tenant’s rights and interests under this Lease shall be (i) subject and subordinate at all times to: (a) all to any ground leases lease, overleases, mortgage, deed of trust, or underlying leases which may now exist or hereafter be executed affecting similar instrument covering the BuildingPremises, the ProjectBuilding and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a “Mortgage”), or the land upon which the Building and the Project are situated(ii) if any Mortgagee elects, or both; and (b) prior to the lien of any mortgage present or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)future Mortgage. Notwithstanding the foregoing, Landlord Tenant further shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become recognize any successor landlord, whether through foreclosure or otherwise, as if the tenant successor landlord were the originally named landlord. The provisions of the successorthis Section 22.1 shall be self-in-interest operative and no further instrument shall be required to Landlordeffect such subordination or attornment; however, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within ten fifteen (1015) days of demand therefor request therefor. Landlord, at Tenant’s cost, shall use Landlord’s best efforts to obtain a subordination of lease or subordination of deed of trustcommercially reasonable non-disturbance agreement (“NDA”), in the form required by attached hereto as Exhibit 11, acceptable to Tenant in favor of Tenant (and if so requested, any sublease or transferee following a Transfer) from any current and future Mortgagee(s), lease holders and other parties encumbering, and/or with superior interests to Tenant in, the holder (the “Holder”) Property, or any portion thereof, where such NDA shall provide, at minimum, that such third parties will not disturb Tenant’s peaceful occupancy and holding of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights Premises under this Lease shall not Lease. The NDA may be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document included in the name document that sets forth the subordination and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described referenced above in this Article 28Section 22.1.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, A. Lessee covenants and agrees with Lessor that this Lease shall be Agreement is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Building or any interest of Lessor therein and/or the contents of the Building, and to any advances made on the security thereof and to any and all increases, renewals, modifications, consolidations, replacements and extensions thereof; provided that such subordination is subject to non-disturbance of Lessee’s leasehold interest hereunder by successors-in-interest to Lessor under any such mortgage, deed of trust, ground lease or security interest. This clause shall be self-operative and no further instrument of subordination and non-disturbance need be required by any owner or holder of any such ground lease, mortgage, deed of trust or security agreement. In confirmation of such subordination and non-disturbance however, at all times to: Lessor’s request Lessee shall execute promptly any certificate or instrument that Lessor may reasonably request. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease , mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Lessee will automatically become the Lessee of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting bound by any payment of Rent for more than one month in advance except prepayments in the Buildingnature of security for the performance by Lessee of its obligations under this Lease Agreement, the Project, or the land upon which the Building and the Project are situated, or both; and (b) liable for any previous act or omission of the lien Lessor, (c) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Lessee against the Lessor, (d) required to account for any security deposit of Lessee other than any security deposit actually delivered to lender by Lessor and (e) responsible for any monies owing by Lessor to Lessee. Upon request by such ground lessor or successor in interest, whether before or after the enforcement of its remedies, Lessee shall execute and deliver an instrument or instruments confirming and evidencing the attornment and non-disturbance herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any default by Lessor in performing its covenants or obligations hereunder which would give Lessee the right to terminate this Lease Agreement, Lessee shall not exercise such right unless and until (a) Lessee gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to the lessor under any such land or ground lease and the holder(s) of any such mortgage or deed of trust which may now exist or hereafter be executed security agreement who has theretofore notified Lessee in any amount for which the Building, the Project, the land upon which the Building writing of its interest and the Project address to which notices are situatedto be sent, ground leases or underlying leases, or Landlord’s interest or estate in any of and (b) said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right lessor and holder(s) fail to subordinate cure or cause to be subordinated cured said default within thirty (30) days from the receipt of such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust notice from Lessee. This Lease Agreement is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn further subject to and become the tenant subordinate to all matters of record in Xxxxxx County, Texas effective as of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination Commencement Date of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Agreement.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject Subordinated Creditor hereby subordinates all present and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building future Indebtedness and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant other obligations of the successor-in-interest to LandlordCredit Parties (including without limitation, at (i) any indebtedness and obligations of the option Guarantor under the Unsecured Subordinated Bridge Loan Promissory Note, dated as of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder date hereof (the “HolderNote”), (ii) any put, call, redemption or repurchase obligations or any other obligation of the Credit Parties to repurchase or redeem any equity interests in the Credit Parties or any warrants or other securities from any Credit Party or (iii) any obligation of the Credit Parties to pay any cash dividends or distributions owed to the Subordinated Creditor (all such Indebtedness and other obligations are hereinafter collectively referred to as the “Subordinated Indebtedness”), to any and all Indebtedness now or hereafter owing by the Credit Parties (including any interest accruing after the commencement of any proceeding by or against the Credit Parties under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, and any other interest that would have accrued but for the commencement of such proceeding, whether or not any such interest is allowed as a claim enforceable against the Credit Parties in such proceeding) to the Senior Creditor (the “Senior Indebtedness”) to the extent and in the manner hereinafter set forth, and the Subordinated Creditor agrees not to demand, accept or receive any payment in respect of the Security Instrument requesting Subordinated Indebtedness, including, without limitation, any payment received through the documentexercise of any right of setoff, counterclaim or cross claim, or any collateral therefor, in contravention hereof; provided that any such instrument provides that provided, however, so long as no Tenant Default has default or event of default under or within the meaning of any of the loan documents evidencing the Senior Indebtedness shall have occurred and is continuingbe continuing at the time of such payment, Tenant’s rights and so long as no default or event of default under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord or within the meaning of any of the loan documents evidencing the Senior Indebtedness would occur as its attorney-in-fact to executea result of, deliver and record after giving effect to, any such document payment the Guarantor may pay to the Subordinated Creditor, and the Subordinated Creditor may accept from the Guarantor, regularly scheduled payments of interest at a rate no greater than 9% per annum on the monthly interest payment dates set forth in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Note.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is expressly made subject and subordinate at all times to: (a) all to any mortgage, deed of trust, ground leases lease, underlying lease or underlying leases like encumbrance affecting any part of the Property or any interest of Landlord therein which may is now exist existing or hereafter executed or recorded (“Encumbrance”); provided, however, that such subordination shall only be executed affecting effective as to Encumbrances created by Landlord after the BuildingCommencement Date of this Lease if the holder of the Encumbrance agrees that so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant’s right to possession of the ProjectPremises shall not be disturbed by reason of foreclosure, exercise of the statutory power of sale, or receipt of a deed in lieu of foreclosure in the land upon which the Building and the Project are situated, or both; and (b) the lien case of any mortgage or deed of trust which may now exist that constitutes the Encumbrance or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, termination in the event that case of 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, that constitutes the Encumbrance. Tenant shall, notwithstanding any such subordination, attorn to shall execute and become the tenant of the successor-in-interest deliver to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand written request therefor by Landlord thereforand in a form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsEncumbrance, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trustprovided that, in any case where Tenant is entitled to the form above-described nondisturbance agreement, either prior to or concurrently with the request Tenant is provided the required nondisturbance agreement by the holder (the “Holder”) of the Security Instrument requesting Encumbrance. If the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints interest of Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf Property is transferred pursuant to or in lieu of Tenant. If requested proceedings for enforcement of any Encumbrance, provided the new owner requires Tenant to do soso or Tenant is party to a nondisturbance agreement as herein described, Tenant shall attorn to the new owner, and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Anything in this Section 20.1 to the Building contrary notwithstanding, if a Mortgagee so elects in writing, this Lease shall be deemed superior to the Encumbrance held by reason the Mortgagee, regardless of the termination or foreclosure date of any Security Instrumentrecordation of the Encumbrance, and Tenant shall, within ten (10) days of demand therefor, will execute any commercially reasonable instruments or other documents which may be required by Landlord or an agreement confirming the Holder of any such Security Instrument to evidence the attornment described in this Article 28Mortgagee’s election on request.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose of effecting a subordination, and at the election of Lessor or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, this Lease shall be subject and subordinate at all times to: (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedLot, ground leases or underlying leases, or Landlord’s Lessor's interest or estate in any of said items is specified as security security; provided, however, with respect to ground leases, mortgages or deeds of trust not currently affecting the Park, the foregoing subordination shall be contingent upon Lessee's receipt from the ground lessor, mortgagee or beneficiary of an executed Nondisturbance Agreement (collectively, “Security Instruments”as defined below). Notwithstanding the foregoing, Landlord Lessor or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in the event that . 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 Lessee shall, notwithstanding any subordination and upon the request of such subordinationsuccessor to Lessor, attorn to and become the tenant Lessee of the successor-in-successor in interest to LandlordLessor, at provided such successor in interest will not disturb Lessee's use, occupancy or quiet enjoyment of the option Premises so long as Lessee is not in default of such successor-in-the terms and provisions of this Lease. The successor in interest to LandlordLessor following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Lessee might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Lessee for any Security Deposit not actually received by such successor in interest. Tenant Lessee covenants and agrees to execute (and acknowledge if required by Lessor, any lender or ground lessor) and deliver, within ten (10) business days after of a demand or request by Landlord thereforLessor a subordination, nondisturbance and attornment agreement in substantially the form of Exhibit E hereto ("Nondisturbance Agreement") to Lessor, or any additional documents evidencing the priority ground lessor, or, mortgagee or subordination of this Lease with respect beneficiary. Lessee's failure to any timely execute and deliver such Security Instrumentsagreement shall, at Lessor's option, constitute a material default hereunder. It is further agreed that Lessee shall be liable to Lessor, and shall specifically executeindemnify Lessor from and against any loss, acknowledge and cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Lessee to execute or deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that to Lessor any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedagreement. Tenant Lessee hereby irrevocably appoints Landlord Lessor as its attorney-in-fact of Lessee, which appointment is coupled with an interest, to execute, deliver and record any such document agreement in the name and on behalf of TenantLessee. If requested Lessor shall use commercially reasonable efforts to do socause the existing lender with regard to the Park (the "Existing Lender") to provide to Lessee a Subordination, Tenant shall attorn Non-Disturbance and Attornment Agreement, in recordable form and, in such form as is reasonably acceptable to Lessor, Lessee and recognize as Tenant’s landlord under the Existing Lender (the "SNDA") within sixty (60) days after the execution and delivery of this Lease any superior lessor, superior mortgagee or other purchaser or person taking title by Lessor and Lessee. Lessor hereby further agrees to use commercially reasonable efforts to cause the SNDA to be substantially similar to the Building by reason Non-Disturbance Agreement attached hereto as Exhibit E. Lessee shall cooperate and act reasonably and in an expeditious manner with respect to the negotiation, execution and delivery of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28SNDA.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge . In the event that Tenant fails to execute and deliver any such document within such ten (10) days of demand therefor a subordination of lease or subordination of deed of trustbusiness day period, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease Each sublease shall be subject and subordinate at to this Lease and to the matters that this Lease is or shall be subordinate, it being the intention of Landlord and Tenant that Tenant shall assume and be liable to Landlord for any and all times to: (a) acts and omissions of all ground leases subtenants and anyone claiming under or underlying leases which may now exist through any subtenants which, if performed or hereafter omitted by Tenant, would be executed affecting a default under this Lease. Each sublease shall terminate upon the Building, the Project, expiration or the land upon which the Building and the Project are situated, or both; and (b) the lien termination of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in provided that if this Lease shall expire or terminate during the event that term of 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 sublease for any reason, or if Tenant shallshall surrender this Lease to Landlord during the term of any sublease, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at in its sole discretion, upon written notice given to Tenant and the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten subtenant not more than thirty (1030) days after demand by Landlord thereforthe effective date of such expiration, termination or surrender, without any additional documents evidencing or further agreement of any kind on the priority or subordination part of this Lease subtenant, may elect to continue such sublease with respect the same force and effect as if Landlord as lessor and subtenant as lessee had entered into a direct lease as of such effective date for a term equal to any the then unexpired term of such Security Instruments, sublease and shall specifically execute, acknowledge containing the same terms and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, conditions as those contained in the form required by sublease, and, if Landlord shall so elect, the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant subtenant shall attorn to Landlord and recognize Landlord and the subtenant shall thereupon have the same rights, obligations and remedies thereunder as were had by Tenant and the subtenant thereunder prior to such effective date, respectively, except that in no event shall Landlord be (a) liable for any act or omission by Tenant’s landlord under this Lease , or (b) subject to any superior lessoroffsets or defenses which the subtenant had or might have against Tenant, superior mortgagee (c) bound by any rent or additional rent or other purchaser payment paid by the subtenant to Tenant in advance or person taking title (d) bound by any amendment to the Building Sublease not consented to by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any first mortgagee with a lien on the Building or any ground Lessor with respect to the building, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s Landlords interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to the subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens lions to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu lien of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become becomes the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days ground leases or underlying leases or the lien of demand therefor a subordination of lease any such mortgage or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document documents in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease is and shall be subject subordinate to any reciprocal easement agreement, ground lease, facilities lease or other underlying lease and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which and all renewals, modifications, consolidations, replacements and extensions of any of the foregoing, that may now exist or hereafter be executed in by Landlord affecting the Property, or any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leasespart thereof, or Landlord’s interest therein, without the necessity of executing any instrument to effectuate such subordination; provided, however, upon Landlord’s request, Tenant, or estate Tenant’s successor-in-interest, shall execute and deliver any and all instruments desired by Landlord evidencing such subordination in any of said items is specified as security (collectively, “Security Instruments”)the manner requested by Landlord. Notwithstanding the foregoing, Landlord shall or the holder shall, in its respective discretion, have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens interests to this Lease, and in such case, in the event that . 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 such subordination, shall attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordinterest. The provisions of this Section shall be self-operative and no further instrument shall be required. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect Lease. Landlord shall use its best efforts to any such Security Instrumentsprovide to Tenant, before the Effective Date, executed non-disturbance and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by attornment agreements from the holder (the “Holder”) of the Security Instrument requesting the document; provided that any existing Encumbrance. The form of such instrument provides that so long as no Tenant Default has occurred and is continuing, agreement shall be subject to Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28approval.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is expressly made subject and subordinate at all times to: (a) all to any mortgage, deed of trust, ground leases lease, underlying lease or underlying leases like encumbrance affecting any part of the Property or any interest of Landlord therein which may is now exist existing or hereafter executed or recorded (“Encumbrance”); provided, however, that such subordination shall only be executed affecting effective as to Encumbrances created by Landlord after the BuildingCommencement Date of this Lease if the holder of the Encumbrance agrees that so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant’s right to possession of the ProjectPremises shall not be disturbed by reason of foreclosure, exercise of the statutory power of sale, or receipt of a deed in lieu of foreclosure in the land upon which the Building and the Project are situated, or both; and (b) the lien case of any mortgage or deed of trust which may now exist that constitutes the Encumbrance or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, termination in the event that case of 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, that constitutes the Encumbrance. Tenant shall, notwithstanding any such subordination, attorn to shall execute and become the tenant of the successor-in-interest deliver to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand written request therefor by Landlord thereforand in a commercially reasonable form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security InstrumentsEncumbrance, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trustprovided that, in any case where Tenant is entitled to the form above-described nondisturbance agreement, either prior to or concurrently with the request Tenant is provided the required nondisturbance agreement by the holder (the “Holder”) of the Security Instrument requesting Encumbrance. If the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints interest of Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf Property is transferred pursuant to or in lieu of Tenant. If requested proceedings for enforcement of any Encumbrance, provided the new owner requires Tenant to do soso or Tenant is party to a nondisturbance agreement as herein described, Tenant shall attorn to the new owner, and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title shall continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease. Anything in this Section 20.1 to the Building contrary notwithstanding, if a Mortgagee so elects in writing, this Lease shall be deemed superior to the Encumbrance held by reason the Mortgagee, regardless of the termination or foreclosure date of any Security Instrumentrecordation of the Encumbrance, and Tenant shall, within ten (10) days of demand therefor, will execute any commercially reasonable instruments or other documents which may be required by Landlord or an agreement confirming the Holder of any such Security Instrument to evidence the attornment described in this Article 28Mortgagee’s election on request.

Subordination. Without the necessity This License Agreement and License and all of any additional documents being executed by Tenant for the purpose of effecting a subordination---------- ------------- Licensee's rights hereunder shall remain, this Lease shall be subject and subordinate at in all times torespects to all ground or underlying leases now or hereafter in effect and to all mortgages which may now or hereafter affect such leases and/or the Building and/or the plot of land upon which it stands, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages. For the purposes hereof the word "mortgage" and the words "ground or underlying lease" as used herein shall be deemed to mean and include: (ai) all existing ground or underlying leases and mortgages, and all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, said mortgages, and (ii) one or more new such underlying or ground leases or underlying leases which may now exist mortgages given to or hereafter be executed affecting the Buildingmade or assigned to one or more savings banks, the Projectcommercial banks, trust companies, insurance companies, universities, pension funds, or similar first mortgage lending institutions (referred to, collectively, as "Institutional Lenders") and, if there shall be more than one --------------------- such mortgage, all of such mortgages which shall be consolidated or correlated in a single instrument setting forth the land upon which manner of payment of the Building and total indebtedness secured thereby, it being intended that such mortgage or mortgages as so consolidated or correlated, shall be of the Project are situatedcharacter commonly known as "first mortgage", or both; and (biii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated other such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed mortgages whether or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant not of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand character commonly known as "first mortgage" held by Landlord therefor, any additional documents evidencing the priority a person or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; entity which is not an Institutional Lender provided that any such instrument provides other ground or underlying lease or other mortgage shall contain a provision, or the holder thereof shall deliver an agreement to Licensee, in either case to the effect that any steps or proceedings taken by reason of default in any such underlying lease or mortgage shall not cut off this License Agreement, nor shall Licensee's possession be disturbed by virtue of such steps or proceedings, so long as there shall be no Tenant Default has occurred and is continuingdefault by Licensee under any of the terms, Tenant’s rights covenants or conditions of this License Agreement however, Licensee agrees that Licensee shall have no right of set-off or other claim against the holder of such underlying lease or mortgage (if such holder should become Licensee's "licensor" under this Lease License Agreement), based upon any act of Licensor or any other circumstance or act occurring prior to the date when such holder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord become Licensee's licensor under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28License Agreement.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the "Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and the become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after ; upon demand by Landxxxx xxx in the form requested by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenaxx. Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification. This certificate should also state the amount of demand thereforcurrent monthly rent, execute the dates to which rent has been paid in advance, and the amount of any commercially reasonable instruments or other documents which security deposit and prepaid rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be required represented by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without the necessity This Lease, and all rights of any additional documents being executed by Tenant for the purpose of effecting a subordination------------ ------------- hereunder, this Lease are and shall be subject and subordinate at all times to: (a) to all ground leases and master leases of the Property or underlying leases the Building now or hereafter existing and to all mortgages (including modifications and renewals thereof) which may now exist or hereafter be executed affecting affect the Building, the Project, Property or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items such leases so long as Tenant is specified as security (collectively, “Security Instruments”)provided with a reasonably acceptable non-disturbance agreement. Notwithstanding the foregoing, Landlord This Section 15.1 shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, self-operative and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed no further instrument of trust is foreclosed or a conveyance in lieu subordination shall be required. In confirmation of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to Tenant shall promptly execute, acknowledge and become the tenant of the successor-in-interest to deliver any instrument that Landlord, at the option any lessor under any such lease(s) or any holder of such successormortgage(s) may reasonably request to evidence such subordination; provided, however, that Tenant is concurrently provided with a reasonably acceptable non-in-interest disturbance agreement. If Tenant fails to Landlord. Tenant covenants and agrees to execute and deliverexecute, acknowledge or deliver any such instrument within ten (10) days after demand by request therefor in compliance with this Section 15.1, Tenant hereby irrevocably constitutes and appoints Landlord thereforas Tenant's attorney-in-fact, coupled with an interest, to execute and deliver any additional documents evidencing such instruments for and on behalf of Tenant. Any lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease" and the priority or subordination lessor of a Superior Lease is hereinafter referred to as a "Superior Lessor"; and any mortgage to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage" and the holder of a Superior Mortgage is hereinafter referred to as a "Superior Mortgagee." For the purposes of this Lease with respect to Lease, a reasonably acceptable non-disturbance agreement shall be one which states substantially as follows: that in the event any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease mortgage or subordination of deed of trusttrust to which this Lease is or is to become subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary or in the event any ground lease to which this Lease is or is to become subordinated is terminated, then, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingeach case, Tenant’s rights under this Lease shall not be terminated. , cut off or foreclosed, nor shall the rights and possession of Tenant hereby irrevocably appoints Landlord hereunder be disturbed, so long as its attorney-in-fact to execute, deliver and record any such document Tenant shall not be in default in the name payment of Rent and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord any other sums due hereunder or otherwise be in default under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination terms of this Lease. Landlord hereby confirms to Tenant that as of the date of this Lease, there is no deed of trust or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in mortgage encumbering this Article 28property .

Subordination. Without For purposes of this Debenture and specifically this Section 2 hereof, the necessity term “Superior Bank Indebtedness” shall not include obligations to insiders and shall be defined as follows: The principal of, and accrued and unpaid interest on (a) indebtedness of the Company incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust company organized under the laws of the United States or any state or (ii) any savings and loan association; (b) obligations of the Company incurred pursuant to agreements to factor the accounts receivable of the Company; (c) purchase money obligations entered into in the ordinary course of business, evidenced by notes, lease-Settlement Agreements, purchase contracts or agreements, or similar instruments for the payment of which the Company is responsible or liable, by guarantees or otherwise; (d) obligations of the Company incurred in the ordinary course of business under any agreement to lease, or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any other agreement to lease, or lease of, any real or personal property for the benefit of the Company which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (e)any modification, renewal, extension or refunding of any additional documents being executed such indebtedness, guarantee or obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on the date of execution of this Debenture or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Debenture. The Company agrees, and the Holder of the Debenture issued hereunder by Tenant its acceptance thereof likewise agrees, that the Debenture shall be issued subject to the provisions of this Section 2, each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. This Dxxxxxxxx issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment or satisfaction to the prior payment of Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, the rights of the Holder shall be appropriately subrogated to the rights of the holders of Superior Bank Indebtedness to receive payments or distributions of cash, property or securities of the Company to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and Interest on the Debenture shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Superior Bank Indebtedness of any cash, property or securities to which the Holder of the Debenture would be entitled except for the provisions of this Section 2. It is understood that the provisions of this Section 2 are and are intended solely for the purpose of effecting a subordinationdefining the relative rights of the Holder, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting on the Buildingone hand, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant holders of the successor-in-interest to LandlordSuperior Bank Indebtedness, at on the option of such successor-in-interest to Landlordother hand. Tenant covenants and agrees to execute and deliverUS Dataworks, within ten (10) days after demand by Landlord thereforInc. Convertible Debenture September 15, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.2004

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall will be subject and subordinate at all times to: to (ai) all ground leases or underlying leases which may now exist or hereafter be executed affecting any of the Building, the Project, or the land upon which the Building and the Project are situated, or both; Buildings and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which any of the BuildingBuildings, the Project, the land upon which the Building and the Project are situated, ground Development or any leases or underlying leasesthereof, or Landlord’s 's interest or and estate in any of said items items, is specified as security security; provided, however, that such subordination is hereby conditioned upon the execution and delivery to Tenant by any mortgagee or beneficiary with a deed of trust encumbering any of the Buildings and/or the Development, or any lessor of a ground or underlying lease with respect to any of the Buildings, of the mortgagee's, beneficiary's or ground or underlying lessor's (collectivelyas applicable) standard "subordination, “Security Instruments”). nondisturbance and attornment agreement." Notwithstanding the foregoing, Landlord shall have and Landlord's lender(s) with a security interest in the right Development or any of the Buildings and any ground lessor may by written notice to Tenant subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, , Tenant shall, notwithstanding any such subordination, shall attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest , in which event Tenant's right to Landlordpossession of the applicable portions of the Premises will not be disturbed so long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably required by Landlord or its secured lender(s) or any ground lessor, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Security Instruments, ground lease or underlying leases or the lien of any such mortgage or deed of trust. If Tenant fails to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may will be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default hereunder.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (a) all covenants, conditions and restrictions, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingProperty (and Landlord hereby represents that as of the date hereof, the Projectnone exist), or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist (and Landlord hereby represents that as of the date hereof, none exist) or hereafter be executed in any amount for which the BuildingProperty, the Project, the land upon which the Building and the Project are situated, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectivelysecurity, “Security Instruments”)so long as any such document executed after the Effective Date does not otherwise purport to diminish Tenant’s rights hereunder. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this LeaseLease any of the items referred to in clause (a) or (b) above, and in such case, in subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to LandlordSuccessor, at the option of such successor-in-interest to Landlordthe Successor. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and shall specifically execute, acknowledge Tenant’s failure to execute and deliver any such document within ten (10) business days after such demand by Landlord shall constitute an Event of demand therefor Default without further notice. As a condition to any such subordination by Landlord, Landlord shall obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or subordination of deed of trustunderlying lease, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no an Event of Default by Tenant Default has occurred and is continuingnot in existence, neither this Lease nor any of Tenant’s rights under this Lease hereunder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeterminated or modified, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant nor shall attorn to and recognize as Tenant’s landlord under this Lease possession of the Premises be disturbed or interfered with, by any superior lessortrustee’s sale or by an action or proceeding to foreclose said mortgage, superior mortgagee deed of trust or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrance.

Subordination. Without the necessity of any additional documents document being executed by Tenant Lessee for the purpose of effecting a subordination, and at the election of Lessor 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 shall will be subject and subordinate at all times to: (ai) all ground leases lease or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (bii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the ProjectProject or any leases thereof, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlordof Lessor’s interest or and estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have Lessor reserves the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in . If any such case, in the event that any ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shallat the election of Lessor’s successor in interest, notwithstanding any such subordination, Lessee agrees to attorn to and become the tenant of such successor in which event Lessee’s right to possession of the successorPremises will not be disturbed as long as Lessee is not in default under this Lease. Lessee hereby waives its rights under any law which gives or purports to give Lessee any right to terminate or otherwise adversely affect this Lease and the obligations of Lessee hereunder in the event of any such foreclosure proceeding or sale. To implement the foregoing provisions of this Xxxxxxxxx 00, Xxxxxx and any existing or future mortgagee, beneficiary or ground or underlying lessor shall execute a commercially reasonable subordination, attornment and non-in-interest disturbance agreement (“SNDA”). As to Landlordany future mortgage, at deed of trust or ground or underlying lease, Lessee’s covenant to subordinate and attorn is conditioned upon such SNDA being executed by the option mortgagee, beneficiary or ground or underlying lessor. As to any existing mortgage, deed of such successor-in-interest to Landlord. Tenant covenants and agrees to trust or ground or underlying lease, Lessee shall execute and deliverdeliver to Lessor an SNDA concurrently with the execution and delivery of this Lease, within ten (10) days after demand and Lessee’s offer to lease that is represented by Landlord therefor, any additional documents evidencing the priority or subordination execution and delivery of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required may only be accepted by the holder (the “Holder”) execution and delivery of the Security Instrument requesting SNDA by Lessor and the document; provided that any such instrument provides that so long as no Tenant Default has occurred existing mortgagee, beneficiary or ground or underlying lessor concurrently with Lessor’s execution and is continuing, Tenant’s rights under delivery of this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Lease.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, agrees that this Lease and the interest of Tenant therein shall be be, and the same hereby is made subject and subordinate at al1 times to all times to: (a) covenants, restrictions, easements and other encumbrances now or hereafter affecting the fee title of the Project and to all ground and underlying leases and to any mortgage of any amounts and all advances made and to be made thereon, which may now or hereafter be placed against or affect any or all of the land and/or any or all of the buildings and improvements, including the Leased Premises, now or at any time hereafter constituting a part of the Project, and/or any ground or underlying leases which may now exist or hereafter covering the same, and to al1 renewals, modifications, consolidations, participations, replacements and extensions thereof. The term "Mortgages" as used herein shall be executed affecting the Building, the Project, or the land upon which the Building deemed to include trust indentures and the Project are situated, or both; deeds of trust. The aforesaid provisions shall be self-operative and (b) the lien no further instrument of subordination shall be necessary unless required by any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases lessors or mortgages. Should the Landlord, any ground or underlying lessors or mortgagees desire confirmation of such subordination, Tenant, within ten (l0) days following written request therefor, shall execute and deliver, without charge, any and all documents (in form acceptable to Landlord and such ground or underlying lessors or mortgagees) subordinating the Lease and the Tenant's rights hereunder. However, should any such ground or underlying lessors or any mortgagees request that Lease be made superior, rather than subordinate, to any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonand/or mortgage, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliverthen Tenant, within ten (10) days after demand by Landlord following Landlord's written request therefor, agrees to execute and deliver, without charge, any additional and all documents evidencing the priority (in form acceptable to Landlord and such ground or subordination of this Lease with respect to any underlying lessors or mortgagees) effectuating such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedpriority. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28.11

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any first mortgagee with a lien on the Building or any ground lessor with respect to the Building, this Lease lease shall be subject and subordinate at all times to: ; (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which the Building and the Project are situated, is situated or both; , and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordinationif requested by the ground lessor, mortgagee or beneficiary, as applicable, attorn to and become the tenant Tenant of the successor-in-successor in interest to LandlordLandlord and in such event Tenant's right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, at unless the option of such successor-in-interest Lease is otherwise terminated pursuant to Landlordits terms. Tenant covenants and agrees to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, ground leases or underlying leases or the lien of any such mortgage or deed of trust. Should Tenant fail to sign and shall specifically execute, acknowledge and deliver return any such documents within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do soreceipt, Tenant shall attorn to be in default, and recognize as Tenant’s landlord under Landlord may, at Landlord's option, terminate this Lease any superior lessor, superior mortgagee or other purchaser or person taking title provided written notice of such termination is received by Tenant prior to the Building by reason Landlord's receipt of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28documents.

Subordination. Without Subject to Tenant’s rights under this Section 19 hereof and Landlord’s obligation to obtain the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordinationSubordination Agreements referenced below, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, existing and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of future deed of trust, mortgage, and/or other security instrument (each, a “Mortgage”) and any ground lease, master lease, or primary lease (each, a “Primary Lease”), which may now or hereafter encumber the Property and/or the Building, and all renewals, modifications, consolidations, replacements and extensions thereof. Landlord shall obtain from its current mortgagee an executed subordination, non-disturbance and attornment agreement in the form required attached hereto as Exhibit J contemporaneously with the execution and delivery of this Lease by the holder Landlord. Landlord agrees to obtain from any future mortgagee, ground lessor or ground lessee (the herein referred to as a “HolderLandlord’s Mortgagee”), a subordination, non-disturbance and attornment agreement (a “Subordination Agreement”) of the Security Instrument requesting the document; provided that any on such instrument provides that so mortgagee or ground lessee’s standard form (as revised pursuant to reasonable negotiations between Tenant and such mortgagee or ground lessee, as long as no such Subordination Agreement contains provisions whereby, as long as Tenant is not in Default has occurred and is continuinghereunder, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record disturbed) within thirty (30) days following Landlord’s execution of any such document mortgage or ground lease entered into after the Effective Date of this Lease. 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 name Premises by so notifying Tenant in writing, and on behalf signifying its election in the instrument creating its lien or lease or by separate recorded instrument. The provisions of Tenant. If requested to do sothis Section 19.7 shall be self-operative and no further instrument of subordination shall be required (except for the Subordination Agreement signed by Landlord’s Mortgagee); however, in confirmation of such subordination, Tenant shall attorn execute and return to and recognize as Landlord (or such other party designated by Landlord) within fifteen (15) days after Tenant’s landlord under this Lease any superior lessorreceipt of written request therefor such documentation, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28recordable form if required.

Subordination. Without the necessity Tenant agrees upon request of any additional documents being executed by Tenant for the purpose of effecting a subordination, Landlord to subordinate this Lease shall be subject lease and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) its rights hereunder to the lien of any mortgage or mortgage, deed of trust which may trust, or other encumbrances, together with any conditions, renewals, extensions or replacements thereof, now exist or hereafter be executed placed, charged or enforced against the Landlord's interest in any amount for the lease and the leasehold estate thereby created, the Premises or the land, building or improvements included therein or of which the Building, the Project, the land upon which the Building and the Project Premises are situated, ground leases or underlying leasesa part, or Landlord’s interest any portion or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leaseportions thereof, and in to execute and deliver (but without cost to Tenant) at any time and from time to time upon demand by Landlord such casedocuments as may be required to effectuate such subordination, and in the event that any ground lease Tenant shall fail, neglect 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 such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees refuse to execute and deliver, deliver any such document within ten (10) days after demand receipt of written notice so to do and the receipt by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) Tenant of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuingdocument to be executed by it, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as Landlord, its successors and assigns, the attorney-in-fact of Tenant irrevocably to execute, execute and deliver any and record any such document in the name all documents for and on behalf of Tenant. If requested to do so; provided, however, that Tenant shall attorn not be required to and recognize as effectuate such subordination, nor shall Landlord be authorized to effect such subordination on behalf of Tenant’s landlord under this Lease any superior lessor, superior unless the mortgagee or trustee named in such mortgage, deed of trust, or other purchaser or person taking title to encumbrance shall first agree in writing, for the Building by reason benefit of Tenant, that so long as Tenant is not in default under any of the provisions, covenants or conditions of this lease nor any of the rights of Tenant hereunder shall be terminated or modified or be subject to termination or foreclosure modification except as herein otherwise provided, nor shall Tenant's possession of the Premises be disturbed or interfered with, by any Security Instrumenttrustee's sale or by any action or proceeding to foreclose said mortgage, and Tenant shall, within ten (10) days deed of demand therefor, execute any commercially reasonable instruments trust or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrances.

Subordination. Without This Lease and all rights of Tenant herein, and any and all interest or estate of Tenant in the necessity Demised Premises, or any portion thereof (exclusive of any additional documents being executed by Tenant for the purpose of effecting a subordinationTenant's interest in Trade Fixtures), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) to the lien of any mortgage or deed and all mortgages, deeds of trust which may now exist or hereafter be executed in any amount for which the Buildingtrust, the Projectsecurity instruments, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or other documents of like nature, which at any such liens to this Leasetime may be placed upon the Demised Premises, or any portion thereof, by Landlord, and in such caseto any replacements, in the event that renewals, amendments, modifications, extensions or refinancing thereof (herein individually referred to as a "MORTGAGE," and collectively herein referred to as "MORTGAGES"), and to each and every advance made under any ground lease or underlying lease terminates for and all Mortgages. Tenant agrees at any reason or any mortgage or deed time hereafter, and from time to time on demand of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to promptly execute and deliverdeliver to Landlord any and all reasonable instruments, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments releases or other documents which may reasonably be required by Landlord or for the Holder purpose of subjecting and subordinating this Lease to the lien of any and all such Security Instrument Mortgages, and which do not alter the terms, provisions or conditions of this Lease (hereinafter individually referred to evidence as a "SUBORDINATION AGREEMENT," and hereinafter collectively referred to as "SUBORDINATION AGREEMENTS"), provided such Subordination Agreement(s) is reasonably similar in scope and content to that form attached hereto as EXHIBIT 14.1. So long as there exists no Default, no such Subordination Agreement shall interfere with, hinder or reduce Tenant's right to quiet enjoyment under this Lease, nor the attornment described right of Tenant to continue to occupy the Demised Premises, and all portions thereof, and to conduct its business thereon, all in accordance with the covenants, conditions, provisions, terms and agreements of this Article 28Lease. Each such Subordination Agreement shall provide for the non-disturbance of Tenant's rights hereunder, provided that Tenant attorns to the holder of the Mortgage which is the subject thereof.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a lien on the Building or the Project or any ground lessor with respect to the Building or the Project (each, a “Holder”), this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) business days after demand by Landlord therefor, any additional customary and reasonable documents evidencing necessary to evidence the priority or subordination of this Lease with respect to any such Security Instruments, and Landlord shall specifically executehave the right, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trustbut not the obligation, to cause any such additional documents to be recorded in the form required by the holder (the “Holder”) official records of the Security Instrument requesting county in which the document; provided that any such instrument provides that so long as no Tenant Default has occurred and Project is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28located.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at all times to: (a) all reciprocal easement agreements, environmental access agreements (including the H-P Access Agreement), the Conservation Easement and the HCP, and any ground leases or underlying leases which may now exist or hereafter be executed affecting the BuildingPremises, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the BuildingPremises, the Project, the land upon which the Building and the Project are situated, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items items, is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this LeaseLease any of the items referred to in clause (a) or (b) above, and in such case, in subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest Successor and Tenant will not be disturbed in its use of the Premises pursuant to Landlord, at the option terms of such successor-in-interest to Landlordthis Lease. Tenant covenants and agrees agrees, however, to execute and deliver, within ten (10) days after upon demand by Landlord thereforand in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instrumentsground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such mortgage or deed of trust and shall specifically execute, acknowledge Tenant’s failure to execute and deliver any such document within ten (10) days Business Days after such demand by Landlord shall constitute an Event of demand therefor Default without further notice so long as such subordination is accompanied by a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided non-disturbance agreement that any such instrument provides states that so long as no an Event of Default by Tenant Default has occurred and is continuingnot in existence, neither this Lease nor any of Tenant’s rights under this Lease hereunder shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to executeterminated or modified, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant nor shall attorn to and recognize as Tenant’s landlord under this Lease possession of the Premises be disturbed or interfered with, by any superior lessortrustee’s sale or by an action or proceeding to foreclose said mortgage, superior mortgagee deed of trust or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28encumbrance.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which of the Building or Project and the Project are situated, or both; and (b) to the lien of any mortgage 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 or underlying leases, require in writing that this Lease be superior thereto (collectively, the "Superior Holders"); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future ground or underlying lease or to the lien of any future mortgage, trust deed or other encumbrances, or any renewal, extension or modification, consolidations and replacements thereof, shall be the receipt by Tenant of a subordination, non-disturbance and attornment agreement in commercially-reasonable form provided by the Superior Holder and reasonably acceptable to Tenant, which requires the Superior Holder to accept this Lease, and not to disturb Tenant’s possession or any of Tenant’s other rights and interests under this Lease, so long as an event of default beyond the expiration of any applicable notice and cure periods set forth in this Lease has not occurred (an “SNDA”). Tenant covenants and agrees in the event of a foreclosure (or deed in lieu thereof) of any such mortgage, trust which deed or other encumbrance that is the subject of an SNDA (or if any such ground or underlying lease that is the subject of an SNDA is terminated), to attorn to the lienholder, purchaser or any successors thereto upon any such foreclosure sale or the grantee of any deed in lieu thereof (or to the ground or underlying lessor) and to recognize such purchaser, grantee or ground or underlying lessor as the lessor under this Lease. Landlord's interest herein may now exist be assigned as security at any time to any lienholder. Tenant shall, within ten days of request by Landlord, execute such further instruments or hereafter be executed in assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any amount for which the Buildingsuch mortgages, the Project, the land upon which the Building and the Project are situatedtrust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or Landlord’s interest law which may give or estate in purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, Tenant hereunder in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments foreclosure proceeding or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28sale.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all to ground leases or underlying leases which may and to the lien of any mortgages or deeds of trust now exist or hereafter be executed placed on, against or affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in 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 elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether 10/31/01 CALWEST TX MTIN REVISED 7/15/02 2000 X. Xxxxx Xxxx., Xxxxx, Xxxxx XX-000000 v6 1202810-00004 this Lease was executed before or after said items is specified as security (collectively, “Security Instruments”)instrument. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a Landlord’s request such further instruments evidencing such subordination or superiority of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or Landlord. Further notwithstanding the Holder foregoing, the subordination contemplated by and performance of Tenant’s obligations under this Article shall be conditioned upon the receipt by Tenant of a non-disturbance agreement reasonably acceptable to Tenant from the current holder (a) of any such Security Instrument ground or underlying leases, if any, and (b) to evidence the attornment described lien of any mortgages or deeds of trust, if any, now, or hereafter placed on, against or affecting the Building, Lxxxxxxx’s interest or estate in this Article 28the Building, or any ground or underlying lease.

Subordination. Without the necessity of any additional documents document ------------- being executed by Tenant for the purpose of effecting a subordination, this the Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or Premises and/or the land upon which the Premises and Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which placed upon the Building, the Project, the land upon which the Building and the Project are situatedland, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items which is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, . Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-interest to Landlord, Landlord at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand request by Landlord thereforLandlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required requested by Landlord or by any ground Landlord, mortgagee, or beneficiary under a deed of trust. Such instruments may contain, among other things, provisions to the holder effect that such lessor, mortgagee or beneficiary (hereafter, for the “Holder”purposes of this Section 16.A, a "Successor Landlord") shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the Security Instrument requesting date of such Successor Landlord's succession to Landlord's interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant may have been able to assert against Landlord or its predecessors, if any, prior to the documentdate of such Successor Landlord's succession to Landlord's interest under this Lease; provided that (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such instrument provides that so long as no Tenant Default has occurred Successor Landlord; and is continuing, Tenant’s rights (iv) be entitled to receive notice of any Landlord default under this Lease shall not be terminated. plus a reasonable opportunity to cure such default prior to Tenant hereby irrevocably appoints Landlord as its attorney-in-fact having any right or ability to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under terminate this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason as a result of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by such Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28default.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this This Lease shall be is subject and subordinate at to all times to: (a) all present and future ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and of the Project are situatedor Property, or both; and (b) to the lien of any mortgages or trust deeds, now or hereafter in force against the Project or Property, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the election becomes effective. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed trust deed, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the landlord under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs all of the terms, covenants and conditions of this Lease to be observed and performed by Xxxxxx. Xxxxxxxx’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (15) days following written request by Landlord, execute such further instruments or assurances in the form attached hereto as Exhibit “B” or such other form as is then reasonably required by Landlord’s lender and reasonably acceptable to Tenant (an “SNDA”) to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situateddeeds, ground leases or underlying leases, and if Tenant fails to do so timely, such failure shall constitute a material Event of Default under this Lease without any further notice or Landlord’s interest opportunity to cure. Tenant waives the provisions of any current or estate in future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, Tenant hereunder in the event that of any ground lease foreclosure proceeding 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 such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlordsale. Tenant covenants and agrees shall not be required to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form do anything required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in which is proscribed by the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure terms of any Security Instrument, and Tenant shall, within ten (10) days SNDA executed by Xxxxxx at the request of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without Subject to the necessity last sentence of this Paragraph 17(a)(1) and to Paragraph 17(a)(2), this Lease is junior, subject and subordinate to all declarations of restrictions and all mortgages, deeds of trust and other security instruments of any additional documents being executed by Tenant for kind now covering the purpose Premises, the Project, or any portion of effecting a subordinationthereof. Landlord reserves the right to place liens or encumbrances on the Premises, the Project, or any part of or interest in any of the foregoing, and, subject to the last sentence of this Paragraph 17(a), this Lease shall be subject and subordinate at all times to: (a) all ground leases to any such liens or underlying leases which may encumbrances now exist or hereafter be executed affecting imposed by Landlord without the Building, necessity of the Project, or the land upon which the Building execution and the Project are situated, or both; and (b) the lien delivery of any mortgage or deed further instruments on the part of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)Tenant to effectuate such subordination. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, deliver upon demand such further instruments evidencing any such subordination of this Lease as may be requested by Landlord. In the event Tenant fails to so execute any such further instrument within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any Landlord may execute such instrument provides that so long on behalf of Tenant as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its 's attorney-in-fact (and Tenant hereby makes, constitutes and irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead to execute, deliver execute such instruments) and record such failure shall constitute a material breach of this Lease. In the event of the foreclosure of any such document in the name and on behalf of Tenant. If requested to do solien or encumbrance, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee the then owner who owns or other purchaser or person taking acquires title to the Building by reason of Premises or the termination or foreclosure Project and will recognize such owner as Landlord under this Lease. Tenant hereby waives any right to terminate this Lease because of any Security Instrumentsuch foreclosure. Notwithstanding the foregoing, Tenant agrees that if any holder of a mortgage, deed of trust or other security instrument covering the Premises or the Project desires this Lease to be superior to the lien of such mortgage, deed of trust or security instrument, upon written notice from Landlord or such holder to Tenant indicating such desire, this Lease shall automatically become superior to such mortgage, deed of trust or security instrument and Tenant shallagrees to execute, within ten (10) days of promptly upon Landlord's or such holder's demand therefor, execute any commercially reasonable such instruments or other documents which may be required by as Landlord or such holder shall reasonably require confirming the Holder priority of any this Lease, but Tenant's failure to execute such Security Instrument instrument shall not affect such holder's election to evidence the attornment described in cause this Article 28Lease to be superior to such holder's lien.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord Originator shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Leasereceive, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord thereforSPV shall make, any additional documents evidencing and all payments and prepayments relating to the priority or subordination of loans made under this Lease with respect Subordinated Note provided that, after giving effect to any such Security Instrumentspayment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as of April 17, 2013 by and among SPV, Xxxxx Xxxxxx, Inc., as initial Servicer (the “Servicer”), various Purchaser Groups from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the agent (the “Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent, the Purchaser Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations (other than contingent obligations for which no claim has been asserted), collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(e) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall specifically execute, acknowledge be immediately paid over and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in delivered to the form required by Agent for the holder (the “Holder”) benefit of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Senior Claimants.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of oh effecting a subordination, this the Lease shall be subject and subordinate at all times to: (a) all ground leases or underlying leases teases which may now exist or hereafter be executed affecting the Building, the Project, or premises and/or the land upon which the Building [tie Premises and the Project are situated, or both; and (b) the lien of any mortgage or deed of of’ trust which may now exist or hereafter be executed in any amount for which placed upon the Building, the Project, Project and/or the land upon which the Building and Premises or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any of said items which is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease, and in such case, in . In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of of’ trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of Tenant of’ the successor-in-successor in interest to Landlord, at the option of Landlord and Tenant shall not be disturbed in its possession under this Lease by such successor-in-successor in interest to Landlordso long as Tenant is not in default under this Lease. Tenant covenants and agrees to execute and deliver, within Within ten (10) days after demand by Landlord thereforbusiness clays alter request b), Landlord, Tenant shall execute and deliver any reasonable additional documents evidencing “tenant’s attornment or the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease ground leases or subordination of underlying leases or any such mortgage or deed of trust, in the form required reasonably requested by the holder (the “Holder”) Landlord or by any ground landlord, mortgage or beneficiary under a deed of the Security Instrument requesting the document; provided that any trust, subject to such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenantnondisturbance requirement. If requested in writing, by Tenant Landlord shall use commercially reasonable efforts to do soobtain n subordination, nondisturbance and attornment agreement for the benefit of Tenant shall attorn to and recognize as Tenant’s landlord under this Lease reflecting the foregoing from any superior lessorground landlord, superior mortgagee or beneficiary at no material cost to Landlord subject to such other purchaser reasonable terms and conditions as the ground landlord, mortgage or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which beneficiary may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28require.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, agrees that this Lease shall be remain subject and subordinate at to all times to: present and future mortgages, deeds to secure debt or other security instruments (athe "Security Deeds") all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the Project, Building or the land upon which Premises, and Tenant, shall promptly execute and deliver to Landlord such certificate or certificates in writing as Landlord may request, showing the Building subordination of the Lease to such Security Deeds, and the Project are situated, or both; and (b) the lien in default of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoingTenant so doing, Landlord shall have be and is hereby authorized and empowered to execute such certificate in the right to subordinate or cause name of and as the act and deed of Tenant, this authority being hereby declared to be subordinated such ground or underlying leases or any such liens coupled with an interest and to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reasonbe irrevocable, Tenant shall, notwithstanding shall upon request from Landlord at any such subordination, attorn time and from time to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically time execute, acknowledge and deliver within ten to Landlord a written statement certifying as follows: (10a) days that this Lease is unmodified and in full force and effect (or if there has been modification thereof, that the same is in full force and effect as modified and stating the nature thereof); (b) that to the best of demand therefor a subordination its knowledge there are no uncured defaults on the part of lease Landlord (or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that if any such instrument provides that so long default exists, the specific nature and extent thereof); (c) the date to which any rents and other charges have been paid in advance, if any; and (d) such other matters as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedLandlord may request. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact fact, coupled with an interest, to executeexecute and deliver, deliver for and record any such document in the name and on behalf of Tenant, any document or instrument provided for in this Paragraph. If requested Any holder of a mortgage or security deed encumbering property which includes the Premises may, at any time, subordinate such mortgage or security deed to do sothis lease, Tenant without Tenant's consent, by notice to Tenant, and thereupon this Lease shall attorn be deemed prior in lien to such mortgage or security deed without regard to the respective dates of execution, delivery and recordation thereof. In that event, such holder shall have the same rights with respect to this lease as though this Lease had been executed and delivered prior to the execution and delivery of such mortgage or security deed and had been assigned to such mortgagee or security deed holder. The above right is supplementary to and recognize as Tenant’s landlord under this Lease not in derogation of any superior lessor, superior rights such mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which security deed holder may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28otherwise have.

Subordination. Without Provided that Landlord, Tenant and the necessity Underlying Party (defined below) execute a subordination, non-disturbance and attornment agreement in recordable form reasonably acceptable to Tenant and the Underlying Party (and Landlord and Tenant agree that the subordination, non-disturbance and attornment agreement attached hereto as Exhibit "K" is reasonable and a subordination, non-disturbance and attornment agreement which is substantively the same as Exhibit "K" shall be reasonable) this Lease is and shall be subject and subordinate to any and all ground or similar leases which may hereafter affect the Project, all mortgages which may hereafter encumber or affect the Project and to all renewals, modifications, consolidations, replacements and extensions of any additional documents being executed by Tenant for such leases and/or mortgages (the purpose "Underlying Documents"); provided, however, that at the option of effecting a subordinationany Underlying Party, this Lease shall be subject superior to the lease or mortgage of such Underlying Party. Tenant shall execute promptly any subordination, non-disturbance and attornment agreement or other appropriate certificate or instrument evidencing same reasonably acceptable to Tenant that Landlord may request. In addition, as a part of any non-disturbance agreement, the applicable Underlying Party must agree that the provisions of this Lease governing the application of insurance proceeds and condemnation awards shall be prior to such Underlying Party's ground lease or security documents. As used in this Lease, the term "Underlying Party" shall mean the holder of the Landlord's interest under any ground or similar lease and/or the mortgagee or purchaser at foreclosure with respect to any mortgage. Tenant agrees that any Underlying Party may unilaterally subordinate its mortgage or lease to this Lease at any time by filing a notice of such subordination in the Official Public Records of Real Property of the County where the Building is located. Notwithstanding anything to the contrary contained in this Lease, the Underlying Documents shall in all times to: (a) all events be subordinate to the terms of the Development Agreement. Without limiting the foregoing, in the event of the termination of any ground leases or underlying leases which may now exist or hereafter be executed similar lease affecting the Building, the Project, Project or the land upon which enforcement by the Building and trustee or the Project are situated, or both; and (b) the lien of beneficiary under any mortgage or deed of trust which may now exist of remedies provided by law or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, Tenant's rights to terminate this Lease set forth in the form required by Development Agreement shall be binding upon any successor in interest (whether or not the holder (the “Holder”) of the Security Instrument requesting the document; provided that any events giving rise to such instrument provides that so long as no Tenant Default has termination occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact prior to execute, deliver and record any or after such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28enforcement).

Subordination. Without Provided Landlord obtains from its current lender and any future lender with an interest in the necessity Facility which is superior to Tenant's interest, a non-disturbance agreement on such lender's then customary form for Tenant's benefit, at the election of Landlord or any additional documents being executed by Tenant for mortgagee or beneficiary under a deed of trust which covers the purpose of effecting Premises, or any lessor under a subordinationground or any underlying lease with respect to the Facility, this Lease shall be subject and subordinate at all times to: (ai) all ground leases, master leases or underlying leases and covenants, conditions and restrictions, reciprocal easement agreements, and parking agreements relating to the operation, management and development of the Facility which may now exist or hereafter be executed affecting the BuildingFacility, the Projectand all amendments, or the land upon which the Building renewals, modifications, consolidations, supplements and the Project are situatedextensions thereof, or both; and (bii) the lien of any mortgage and all mortgages or deed deeds of trust which may now exist or hereafter be executed in any amount or amounts for which the BuildingFacility, the Project, the land upon which the Building and the Project are situatedPremises, ground leases or underlying leases, or any portion thereof or Landlord’s 's interest or estate in any of said items such items, is specified as security and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof and the rights of the parties in all such leases, agreements and instruments (collectively, “Security Instruments”the "Superior Interests"). Notwithstanding the foregoing, Landlord shall have the unconditional right to subordinate or cause to be subordinated such ground or underlying leases or any such liens Superior Interests which may now exist or hereafter be executed in any amount or amounts for purposes stated hereinabove to this Lease. Landlord represents that as of the date hereof, State Street Bank and in such case, in Trust Company is the event that any ground lease or underlying lease terminates for any reason or any mortgage or only entity which is a beneficiary under a deed of trust is which covers the Premises. If any such Superior Interest shall terminate or be foreclosed or a conveyance in lieu of foreclosure is made upon, for any reason, then, at the election of Landlord's successor in interest, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant Tenant of the successor-in-successor in interest to Landlord, at subject to and in accordance with the option of such successor-in-interest to Landlord. Tenant covenants terms and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination conditions of this Lease with respect and any modifications hereto. The provisions of this Section 16.01 shall be self-operative upon any election by Landlord or any mortgagee or beneficiary and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of Landlord or any such Security Instrumentsmortgagee or beneficiary, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact agrees to execute, deliver and record from time to time, instruments in confirmation of the foregoing provisions of this Section 16.01, satisfactory to Landlord or any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title beneficiary, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 16.01 shall be construed to the Building by reason of the termination or foreclosure of impair any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required right otherwise exercisable by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28mortgagee or beneficiary.

Subordination. Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (a) all Subject to the election of any mortgagee, ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildinglessor, the Projecttrustee, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or other underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successorparty-in-interest (collectively "Underlying Parties"), as hereinafter provided for, this Lease is subject and subordinate in all respects to Landlordall matters of record (including, at without limitation, deeds and land disposition agreements), ground leases and/or underlying leases, including, without limitation, the option Ground Lease, all mortgages, and any condominium documents (including, without limitation, any master deed, by-laws, rules and regulations, and any amendments or revisions thereto) any of which may now or hereafter be placed on or affect such leases and/or the Unit or Project of which the premises are a part, or any part of such successorreal property, and/or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor (collectively "Underlying Instruments"). Notwithstanding anything to the contrary in this Lease contained, as to any future mortgages, ground leases, or deeds of trust, the herein provided subordination and attornment shall be effective only if the mortgagee, ground lessor or trustee therein, as the case may be, agrees, by a written instrument in the customary form of such mortgagee, ground lessor, or trustee, which form shall be recordable ("Non-disturbance Agreement"), that, so long as Tenant shall faithfully discharge the obligations of its part to be kept and performed under the terms of this Lease, this Lease will not be affected by any default in, termination, and/or foreclosure of, such mortgage, ground lease, or deed of trust, as the case may be. This Article 23 shall be self-interest to Landlord. Tenant covenants operative and agrees to execute and deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority no further instrument or subordination shall be required. In confirmation of this Lease with respect to any such Security Instrumentssubordination, and Tenant shall specifically execute, acknowledge and deliver within ten (10) days promptly any certificate or instrument that Landlord and/or any Underlying Party and/or its successor in interest may request. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of demand therefor a subordination Underlying Parties; and the failure or refusal of lease an Underlying Party to give such consent or subordination of deed of trustapproval shall, notwithstanding anything to the contrary in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as contained, constitute reasonable justification for Landlord's withholding its attorney-in-fact to execute, deliver and record any such document in the name and on behalf consent of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days of demand therefor, execute any commercially reasonable instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28approval.

Subordination. Without the necessity of any additional documents document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Project, this Lease shall be subject and subordinate at all times to: to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building, the "Project, or the land upon which the Building and the Project are situated, or both; and (b) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s 's interest or estate in any of said items is specified as security (collectively, “Security Instruments”)security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed Deed of trust Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and the become the tenant Tenant of the successor-in-successor in interest to Landlord, at the option of such successor-in-interest to Landlordsuccessor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days after ; upon demand by Landlord therefor, and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of ground lease or subordination underlying leases or the lien of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminatedmortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. If requested to do so, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within ten (10) days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification. This certificate should also state the amount of demand thereforcurrent monthly rent, execute the dates to which rent has been paid in advance, and the amount of any commercially reasonable instruments or other documents which security deposit and prepaid rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be required represented by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Article 28Landlord.

Subordination. Without Subject to the necessity last sentence of this Paragraph ------------- 17(a), this Lease is junior, subject and subordinate to all declarations of restrictions and all mortgages, deeds of trust and other security instruments of any additional documents being executed by Tenant for kind now covering the purpose Premises, the Project, or any portion of effecting a subordinationthereof. Landlord reserves the right to place liens or encumbrances on the Premises, the Project, or any part of or interest in any of the foregoing, and, subject to the last sentence of this Paragraph 17(a), this Lease shall be subject and subordinate at all times to: (a) all ground leases to any such liens or underlying leases which may encumbrances now exist or hereafter be executed affecting imposed by Landlord without the Building, necessity of the Project, or the land upon which the Building execution and the Project are situated, or both; and (b) the lien delivery of any mortgage or deed further instruments on the part of trust which may now exist or hereafter be executed in any amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”)Tenant to effectuate such subordination. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any such subordination, attorn to and become the tenant of the successor-in-interest to Landlord, at the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver, deliver upon demand such further instruments evidencing any such subordination of this Lease as may be requested by Landlord. In the event Tenant fails to so execute any such further instrument within ten (10) business days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Security Instruments, and shall specifically execute, acknowledge and deliver within ten (10) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any Landlord may execute such instrument provides that so long on behalf of Tenant as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its 's attorney-in-fact (and Tenant hereby makes, constitutes and irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead to execute, deliver execute such instruments) and record such failure shall constitute a material breach of this Lease. In the event of the foreclosure of any such document in the name and on behalf of Tenant. If requested to do solien or encumbrance, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee the then owner who owns or other purchaser or person taking acquires title to the Building by reason of Premises or the termination or foreclosure Project and will recognize such owner as Landlord under this Lease. Tenant hereby waives any right to terminate this Lease because of any Security Instrumentsuch foreclosure. Notwithstanding the foregoing, Tenant agrees that if any holder of a mortgage, deed of trust or other security instrument covering the Premises or the Project desires this Lease to be senior to the lien of such mortgage, deed of trust or security instrument, upon written notice from Landlord or such holder to Tenant indicating such desire, this Lease shall automatically become senior to such mortgage, deed of trust or security instrument and Tenant shallagrees to execute, within ten (10) days of promptly upon Landlord's or such holder's demand therefor, execute any commercially reasonable such instruments or other documents which may be required by as Landlord or such holder shall reasonably require confirming the Holder priority of any this Lease, but Tenant's failure to execute such Security Instrument instrument shall not affect such holder's election to evidence the attornment described in cause this Article 28Lease to be superior to such holder's lien.